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T3 MOTION, S-1/A Filing

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					                                                            As filed with the Securities and Exchange Commission on April 8, 2011
                                                                                                                                                                Registration Statement No. 333-171163


                                     UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                                                                      Washington, D.C. 20549
                                                                                        Amendment No. 4
                                                                                               to
                                                                                                 Form S-1
                                                                            REGISTRATION STATEMENT
                                                                                     UNDER
                                                                            THE SECURITIES ACT OF 1933
                                                                           T3 MOTION, INC.
                                                                                         (Name of Registrant in Its Charter)


                              Delaware                                                                      3690                                                          20-4987549



                      (State or other jurisdiction of                                           (Primary Standard Industrial                                             (I.R.S. Employer
                     incorporation or organization)                                             Classification Code Number)                                             Identification No.)
                                                                                                 T3 Motion, Inc.
                                                                                         2990 Airway Avenue, Building A
                                                                                              Costa Mesa, CA 92626
                                                                                                 (714) 619-3600
                                                               (Address and telephone number of principal executive offices and principal place of business)
                                                                                                    Ki Nam,
                                                                                             Chief Executive Officer
                                                                                                 T3 Motion, Inc.
                                                                                         2990 Airway Avenue, Building A
                                                                                              Costa Mesa, CA 92626
                                                                                                 (714) 619-3600
                                                                               (Name, address and telephone number of Agent for Service)


                                                                                                        Copy to:


                        Kevin K. Leung, Esq.                                                                                                                               Joseph Smith
                         Ryan S. Hong, Esq.                                                                                                                               Robert Charron
                        LKP Global Law, LLP                                                                                                                            Weinstein Smith LLP
                  1901 Avenue of the Stars, Suite 480                                                                                                            420 Lexington Avenue, Suite 2620
                    Los Angeles, California 90067                                                                                                                      New York, NY 10170
                         Tel (424) 239-1890                                                                                                                             Tel: (212) 616-3007
                         Fax (424) 239-1882                                                                                                                            Fax: (212) 401-4741


    Approximate date of commencement of proposed sale to the public: As soon as practical after the effective date of this Registration Statement.

    If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. 

    If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. 

    If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. 

    If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. 

   Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer                                    Accelerated                                                   Non-accelerated filer                                      Smaller reporting company 
                                                            filer 
                                                                                                                (Do not check if a smaller reporting company)


                                                                                 CALCULATION OF REGISTRATION FEE




                                                                                                                                            Proposed
                                                                                                                                           Maximum              Proposed Maximum                   Amount of
                                       Title of Each Class of                                                  Amount to be                 Offering                Aggregate                      Registration
                                     Securities to be Registered                                                Registered               Price per Share         Offering Price(1)                     Fee
Units, each consisting of one share of Common Stock, $0.001 par value, and one Class H
  Warrant and one Class I Warrant(2)                                                                               3,285,714                 $ 3.50              $   11,500,000                $     1,335.15 (3)
Shares of Common Stock included as part of the Units                                                               3,285,714                     —                           —                             — (4)
Class H Warrants included as part of the Units(5)                                                                  3,285,714                     —                           —                             — (4)
Class I Warrants included as part of the Units(5)                                                       3,285,714                     —                              —                          — (4)
Shares of Common Stock underlying the Class H Warrants included in the Units(5)                         3,285,714               $   3.00                $     9,857,143               $   1,144.42
Shares of Common Stock underlying the Class I Warrants included in the Units(5)                         3,285,714               $   5.25                $    17,250,000               $   2,002.73
Representative’s Unit Purchase Option                                                                           1               $   3.50                $        100.00               $       0.02
Units underlying the Representative’s Unit Purchase Option (“Underwriters’ Units”)                        142,857               $   3.85                $       550,000               $      63.86
Shares of Common Stock included as part of the Underwriters’ Units                                        142,857                     —                              —                          — (4)
Class H Warrants included as part of the Underwriters’ Units(5)                                           142,857                     —                              —                          — (4)
Shares of Common Stock underlying the Class H Warrants included in the Underwriters’
  Units(5)                                                                                                142,857               $ 3.00                  $       428,571               $      49.76
Class I Warrants included as part of the Underwriters’ Units(5)                                           142,857                   —                                —                          — (4)
Shares of Common Stock underlying the Class I Warrants included in the Underwriters’
  Units(5)                                                                                                142,857               $ 5.25                  $       750,000               $      87.08
  Total                                                                                                                                                 $    40,335,814               $   4,683.02 (3)




 (1)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).


 (2)   Includes 428,571 Units which may be issued pursuant to the exercise of a 45-day option granted by the registrant to the underwriters to cover over-allotments, if any.


 (3)   The Registrant previously paid $427.80 of this fee for the first $6.0 million of Units with the initial filing of this Registration Statement in December 2010, paid $371.52 with the filing
       of Amendment No. 1 to this Registration Statement in January 2011, paid $3,029.50 with the filing of Amendment No. 2 to this registration statement in March 2011 and paid $585.37
       with the filing of Amendment No. 3 to this registration statement on April 6, 2011.


 (4)   No separate registration fee required pursuant to Rule 457(g) under the Securities Act.


 (5)   Pursuant to Rule 416 under the Securities Act, this registration statement shall be deemed to cover such additional securities as may be issued to prevent dilution resulting from stock
       splits, stock dividends or similar transactions as a result of the anti-dilution provisions contained in the Class H warrants and Class I warrants (i) to be offered or issued in connection
       with any provision of any securities purported to be registered hereby to be offered pursuant to terms which provide for a change in the amount of securities being offered or issued to
       prevent dilution resulting from stock splits, stock dividends, or similar transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable
       prior to completion of the distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend on, the registered securities.


   The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
                                                            PART II


Item 13. Other Expenses of Issuance and Distribution.

     Set forth below is an itemized statement of all expenses, all of which we will pay, in connection with the registration of
the common stock offered hereby. All amounts are estimates except the SEC, NYSE Amex and FINRA fees.


                                                                                                                     Amount


SEC registration fee                                                                                            $       4,683.02
NYSE Amex fee                                                                                                             40,000
FINRA filing fee                                                                                                           7,000
Printing fees                                                                                                             50,000
Legal fees                                                                                                               225,000
Accounting fees and expenses                                                                                              75,000
Miscellaneous                                                                                                           1,614.60
Total                                                                                                           $    403,297.62



Item 14.    Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors
to grant, indemnity to officers, directors and other corporate agents in terms sufficiently broad to permit such
indemnification under certain circumstances and subject to certain limitations.

    The registrant’s article of incorporation includes a provision that eliminates the personal liability of its directors for
monetary damages for breach of their fiduciary duty as directors.

     In addition, the registrant’s bylaws provide for the indemnification of officers, directors and third parties acting on our
behalf, to the fullest extent permitted by Delaware General Corporation Law, if our board of directors authorizes the
proceeding for which such person is seeking indemnification (other than proceedings that are brought to enforce the
indemnification provisions pursuant to the bylaws). The registrant maintains director and officer liability insurance.

     These indemnification provisions may be sufficiently broad to permit indemnification of the registrant’s executive
officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.


Item 15.    Recent Sales of Unregistered Securities.

     All common share and per common share information assumes a one-for-10 revenue stock split of our common stock.
In December 2007, we completed an offering of our common stock to Immersive Media Corp. We issued 185,185 shares of
our common stock for cash at $16.20 per share for an aggregate price of $3,000,000. We also issued 12% promissory notes
in the principal amount of $2,000,000 and warrants to purchase 69,764 shares at $10.81 per share in exchange for
$2,000,000. This January 2008 transaction (a) involved no general solicitation, and (b) involved only accredited purchasers.
Thus, we believe that the offering was exempt from registration under Regulation D, Rule 505 of the Securities Act of 1933
(“Securities Act”), as amended.

      In March 2008, we completed an offering of our common stock to one shareholder. We issued 389,610 shares of our
common stock and warrants to purchase 129,870, 129,870, and 129,870 shares of common stock at an exercise price of
$10.80, $17.70 and $20.00 per share, respectively, for cash at an aggregate price of $3,000,000. This March 2008 transaction
(a) involved no general solicitation, and (b) involved only accredited purchasers. Thus, we believe that the offering was
exempt from registration under Regulation D, Rule 505 of the Securities Act.

     In May 2008, we completed an offering of an aggregate of 39,964 shares of our common stock at $16.50 per share to 41
accredited investors (the “Offering”) pursuant to subscription agreements for an aggregate price of
II-1
$644,554. The issuance of the securities describe above were exempt from the registration requirements of the Securities Act
under Rule 4(2) and Regulation D and the rules thereunder, including Rule 506 insofar as: (1) the purchasers were each an
accredited investor within the meaning of Rule 501(a); (2) the transfer of the securities were restricted by us in accordance
with Rule 502(d); (3) there were no other non-accredited investors involved in the transaction within the meaning of
Rule 506(b); and (4) the offer and sale of the securities was not effected through any general solicitation or general
advertising within the meaning of Rule 502(c).

     On December 30, 2008, we sold $2.2 million in debentures and warrants through a private placement. We issued to
certain purchasers, 10% Secured Convertible Debentures (“December 2008 Debentures”) with an aggregate principal value
of $2,200,000. The December 2008 Debentures are currently convertible into shares of $15.40 per share. The conversion
price was subject to further adjustment upon certain events. Such purchasers also received Series D Common Stock Purchase
Warrants (the “Warrants”). Pursuant to the terms of Warrants, these purchasers are entitled to purchase up to an aggregate
66,667 shares of our common stock at an exercise price of $20.00 per share. The Warrants have a term of five years after the
issue date of December 30, 2008. Each of these purchasers represented that they were “accredited” investors as defined
under Rule 144 of the Securities Act. We relied upon the exemption from registration as set forth in Section 4 (2) of the
Securities Act for the issuance of these securities.

     On May 28, 2009, we issued debentures that are convertible into approximately 60,000 shares of common stock and
warrants to purchase 30,000 shares of common stock to certain investors. Each of these investors represented that they were
“accredited” investors as defined under Rule 144 of the Securities Act. We relied upon the exemption from registration as set
forth in Section 4 (2) of the Securities Act for the issuance of these securities.

     On December 30, 2009, we issued to a certain investor (i) debentures that are convertible into approximately
3,500,000 shares of Series A convertible preferred stock (“Preferred Stock”) and warrants to purchase 350,000 shares of
common stock and (ii) warrants to purchase up to 350,000 shares of common stock in exchange for cash. In addition, we
issued to another investor, an aggregate of 9,370,698 shares of Preferred Stock. 3,055,000 shares of Preferred Stock were
issued in exchange for the delivery and cancellation of 10% Secured Convertible Debentures we previously issued to such
investor in the principal amount of $2,200,000 and $600,000 plus accrued interest of $255,000; 2,263,750 shares of
Preferred Stock were issued in exchange for the delivery and cancellation of Series A, B, C, D, E and F warrants we
previously issued to such investor; and 4,051,948 shares of Preferred Stock were issued to satisfy our obligation to issue
equity to such investor pursuant to a Securities Purchase Agreement dated on March 24, 2008, as amended on May 28, 2009.
The investors represented that each was an “accredited investor” as defined under Rule 501 of the Securities Act or a
“qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. We relied upon the exemption from
registration as set forth in Section 4(2) of the Securities Act for the issuance of these securities.

     During the three months ended March 31, 2010, we raised $905,000 through an equity financing transaction. We issued
and sold 905,000 shares of preferred stock. In connection with the financing, we granted warrants to purchase
181,006 shares of common stock, exercisable at $7.00 per share. The warrants are exercisable for five years. Each of these
investors represented that they were “accredited” investors as defined under Rule 144 of the Securities Act. We relied upon
the exemption from registration as set forth in Section 4 (2) of the Securities Act for the issuance of these securities.

     On March 31, 2010, Immersive agreed to extend the note to April 30, 2010. As consideration for extending the note, we
agreed to exchange Immersive’s Class A warrants to purchase up to 69,764 shares of our common stock at an exercise price
of $10.80 per share and its Class D warrants to purchase up to 25,000 shares of our common stock at an exercise price of
$20.00 per share, for Class G Warrants to purchase up to 69,764 and 25,000 shares of our common stock, respectively, each
with an exercise price of $7.00 per share. The note and accrued interest were not repaid in full by April 30, 2010. Per the
agreement, the maturity date was extended to March 31, 2011 we issued Class G Warrants to purchase up to 104,000 shares
of our common stock at an exercise price of $7.00 per share. The interest rate compounded annually was amended to 15%.
The terms of the Class G Warrants are substantially similar to prior Class G warrants we issued. The Immersive note and
accrued interest were not repaid in full by April 30, 2010. Per the agreement, the maturity date was extended to March 31,
2011 and we issued Class G Warrants to purchase up to 104,000 shares of our common stock at an exercise price of $7.00
per share valued at


                                                            II-2
$728,000. The interest rate compounded annually was amended to 15%. The terms of the Class G Warrants are substantially
similar to prior Class G warrants we issued. The terms of the Class G Warrants are substantially similar to prior Class G
warrants we previously issued.

     On December 31, 2010, we entered into a Securities Exchange Agreement (the “Exchange Agreement”) with a warrant
holder pursuant to which we exchanged 350,000 Class G Warrants into 210,000 shares of our common stock. This investor
represented that it was an “accredited” investor as defined under Rule 144 of the Securities Act. We relied upon the
exemption from registration as set forth in Section 4 (2) of the Securities Act for the issuance of these securities.


Item 16.    Exhibits.


    1 .1     Form of Underwriting Agreement**
    3 .1     Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on March 15,
             2006(1)
    3 .2     Bylaws adopted April 1, 2006(1)
    3 .3     Amendment to Bylaws, dated January 16, 2009(5)
    3 .4     Amendment to Certificate of Incorporation dated November 12, 2009(9)
    3 .5     Certificate of Designation of Preferences, Rights and Limitations of Series A convertible preferred stock dated
             November 12, 2009(9)
    3 .6     Form of Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of
             Series A convertible preferred stock
    4 .1     Form of Class H Warrant**
    4 .2     Form of Class I Warrant**
    4 .3     Form of Share Purchase Option**
    4 .4     Form of Warrant Agency Agreement**
    5 .1     Opinion of LKP Global Law, LLP
   10 .1     2007 Stock Option/Stock Issuance Plan(1)
   10 .2     Standard Industrial/Commercial Multi-Tenant Lease between Land Associates Trust, E.C. Alsenz, Trustee and
             T3 Motion, Inc., for 2990 Airway Avenue, Costa Mesa, CA 92626, dated February 14, 2007(1)
   10 .3     Rent Adjustment, Standard Lease Addendum between Land Associates Trust, E.C. Alsenz, Trustee and T3
             Motion, Inc., for 2990 Airway Avenue, Costa Mesa, CA 92626, dated February 14, 2007(1)
   10 .4     Option to Extend, Standard Lease Addendum between Land Associates Trust, E.C. Alsenz, Trustee and T3
             Motion, Inc., for 2990 Airway Avenue, Costa Mesa, CA 92626, dated February 14, 2007(1)
   10 .5     Addendum to the Air Standard Industrial/Commercial Multi-Tenant Lease between Land Associates Trust, E.C.
             Alsenz, Trustee and T3 Motion, Inc., for 2990 Airway Avenue, Costa Mesa, CA 92626, dated February 14,
             2007(1)
   10 .6     Standard Sublease Agreement between Delta Motors, LLC and T3 Motion, Inc. for 2975 Airway Avenue,
             Costa Mesa, CA 92626, dated November 1, 2006(1)
   10 .7     Form of Distribution Agreement(1)
   10 .8     Director Agreement between David L. Snowden and T3 Motion, Inc., dated February 28, 2007(1)
   10 .9     Director Agreement between Steven J. Healy and T3 Motion, Inc., dated July 1, 2007(1)
   10 .10    Director Indemnification Agreement between Steven J. Healy and T3 Motion, Inc., dated July 1, 2007(1)
   10 .11    Securities Purchase Agreement between T3 Motion, Inc. and Immersive Media Corp., dated December 31,
             2007(1)
   10 .12    Promissory Note issued to Immersive Media Corp., dated December 31, 2007(1)
   10 .13    Common Stock Purchase Warrant issued to Immersive Media Corp., dated December 31, 2007(1)
   10 .14    Investor Rights Agreement between T3 Motion, Inc. and Immersive Media Corp., dated December 31, 2007(1)
   10 .15    Securities Purchase Agreement between T3 Motion, Inc. and certain Purchasers, dated March 28, 2008(1)
   10 .16    Registration Rights Agreement between T3 Motion, Inc. and certain Purchasers, dated March 28, 2008(1)
   10 .17    Geoimmersive Image Data & Software Licensing Agreement between the Company and Immersive Media
             dated July 9, 2008(2)


                                                            II-3
10 .18   Amendment to Promissory Note issued by the Company in favor of Immersive Media dated as of December 19,
         2008(3)
10 .19   Securities Purchase Agreement between the Company and Vision Opportunity Master Fund (“Vision”), dated
         December 30, 2008(4)
10 .20   Form of 10% Secured Convertible Debenture due December 30, 2008(4)
10 .21   Subsidiary Guarantee, dated December 30, 2008(4)
10 .22   Security Agreement, dated December 30, 2008(4)
10 .23   Form of Lock-up Agreement, dated December 30, 2008(4)
10 .24   Director Offer Letter to Mary S. Schott from Registrant, dated January 16, 2009(5)
10 .25   Distribution Agreement, dated November 24, 2008 by and between the Registrant and CT&T(7)
10 .26   Settlement Agreement dated as of February 20, 2009 by and between the Registrant on the one hand, and
         Sooner Cap, Albert Lin and Maddog Executive Services on the other.(7)
10 .27   Distribution Agreement dated as of March 20, 2009 by and between the Registrant and Spear International,
         Ltd.(6)
10 .28   Amendment to GeoImmersive Image Data and Software License Agreement by and between the Registrant and
         Immersive Media dated as of March 16, 2009.(7)
10 .29   Securities Purchase Agreement dated as of February 23, 2009 by and between the Registrant and Ki Nam.(7)
10 .30   10% Convertible Note issued to Ki Nam(7)
10 .31   Form of Series E Common Stock Purchase Warrant issued to Ki Nam(7)
10 .32   Amendment to Debenture, Warrant and Securities Purchase Agreement between the Company and Vision(7)
10 .33   Securities Purchase Agreement dated as of May 28, 2009 between the Company and Vision(8)
10 .34   Form of 10% Secured Convertible Debenture issued to Vision, dated May 28, 2009(8)
10 .35   Form of Series E Common Stock Purchase Warrant dated May 28, 2009(8)
10 .36   Subsidiary Guarantee dated as of May 28, 2009(8)
10 .37   Security Agreement between the Company and Vision dated as of May 28, 2009(8)
10 .38   Securities Purchase Agreement dated as of December 30, 2009, between the Company and Vision Opportunity
         Master Fund, Ltd.(10)
10 .39   Form of 10% Secured Convertible Debenture issued to Vision dated December 30, 2009(10)
10 .40   Form of Series G Common Stock Purchase Warrant issued December 30, 2009.(10)
10 .41   Subsidiary Guarantee dated as of December 30, 2009, by T3 Motion, Ltd.(10)
10 .42   Security Agreement dated as of December 30, 2009, among the Company, T3 Motion, Ltd. and Vision
         Opportunity Master Fund, Ltd.(10)
10 .43   Securities Exchange Agreement dated as of December 30, 2009, among the Company, Vision Opportunity
         Master Fund, Ltd. and Vision Capital Advantage Fund, L.P.(10)
10 .44   Lock-Up Agreement dated as of December 30, 2009 between the Company and Ki Nam.(10)
10 .45   Stockholders Agreement dated as of December 30, 2009, among the Company, Ki Nam, Vision Opportunity
         Master Fund, Ltd. and Vision Capital Advantage Fund, L.P.(10)
10 .46   Amendment No. 2 dated as of March 31, 2010 to Immersive Media Promissory Note(11)
10 .47   Employment Agreement between the Company and Kelly Anderson effective January 1, 2010 (Portions of the
         exhibit have been omitted pursuant to the request for confidential treatment)(11)
10 .48   2010 Stock Option/Stock Issuance Plan(12)
10 .49   Settlement Agreement dated as of July 29, 2010 and executed on August 3, 2010 by and among the Registrant,
         Ki Nam, Jason Kim and Preproduction Plastics, Inc.(13)
10 .50   Employment Agreement by and between the Registrant and Ki Nam dated August 13, 2010 (Portions of the
         exhibit have been omitted pursuant to a request for confidential treatment)(14)
10 .51   Amendment No. 1 to 10% Senior Secured Convertible Debenture dated as of December 31, 2010(15)
10 .52   Securities Exchange Agreement dated as of December 31, 2010 between the Company and Vision(15)

                                                      II-4
 10 .53   Unsecured Promissory Note dated September 30, 2010 in the principal amount of $1,000,000 issued by the
          Company to Alfonso G. Cordero and Mercy B. Cordero, Trustees of the Cordero Remainder Trust(16)
 10 .54   10% Promissory Note dated as of February 24, 2011 in the original principal amount of up to $2.5 million
          issued to Ki Nam(17)
 10 .55   Debenture Amendment and Conversion Agreement dated March 31, 2011 by and between the Registrant and
          Vision Opportunity Master Fund, Ltd.
 10 .56   Form of Stock Option Agreement for use with 2007 Stock Option/Stock Issuance Plan(18)
 10 .57   Form of Stock Option Agreement for use with 2010 Stock Option/Stock Issuance Plan(18)
 10 .58   Form of Preferred Stock Waiver and Conversion Agreement by and among T3 Motion, Inc., Vision
          Opportunity Master Fund Ltd., Vision Capital Advantage Fund L.P. and Ki Nam
 10 .59   Form of Registration Rights Agreement
 10 .60   Form of Lock-up Agreement
 14 .1    Code of Conduct and Ethics
 21 .1    List of Subsidiaries(1)
 23 .1    Consent of KMJ Corbin & Company LLP
 23 .2    Consent of LKP Global Law, LLP (See Exhibit 5.1)
 24 .1    Power of Attorney (included on signature page to the registration statement filed on December 15, 2010)


 ** Filed herewith

 (1) Filed with the Company’s Registration Statement on Form S-1 filed on May 13, 2008.

 (2) Filed with the Company’s Amendment No. 1 to the Registration Statement on Form S-1 filed on July 14, 2008.

 (3) Filed with the Company’s Current Report on Form 8-K filed on December 31, 2008.

 (4) Filed with the Company’s Current Report on Form 8-K filed on January 12, 2009.

 (5) Filed with the Company’s Current Report on Form 8-K filed on January 20, 2009.

 (6) Filed with the Company’s Current Report on Form 8-K filed on March 26, 2009

 (7) Filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 31,
     2009.

 (8) Filed with the Company’s Current Report on Form 8-K filed on June 5, 2009.

 (9) Filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and filed on
     November 16, 2009.

(10) Filed with the Company’s Current Report on Form 8-K filed on January 6, 2010.

(11) Filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 17,
     2010.

(12) Filed with the Company’s Current Report on Form 8-K filed on July 7, 2010.

(13) Filed with the Company’s Current Report on Form 8-K filed on August 9, 2010.

(14) Filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on August 16,
     2010.

(15) Filed with the Company’s Current Report on Form 8-K filed on January 6, 2011.

(16) Filed with the Company’s Current Report on Form 8-K filed on January 21, 2011.
(17) Filed with the Company’s Current Report on Form 8-K filed on March 1, 2011.

(18) Filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, filed on March 31,
     2011.

                                                       II-5
Item 17.    Undertakings.

    The undersigned registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made, a post-effective amendment to this
    registration statement to:

                i. Include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

                ii. Reflect in the prospectus any facts or events arising after the effective date of the registration statement (or
           the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
           change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or
           decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
           was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected
           in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
           volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the
           “Calculation of Registration Fee” table in the effective registration statement; and

                iii. Include any additional or changed material information with respect to the plan of distribution not
           previously disclosed in the registration statement or any material change to such information in the registration
           statement.

          2. That for determining any liability under the Securities Act of 1933 each such post-effective amendment shall be
    deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
    that time shall be deemed to be the initial bona fide offering thereof.

         3. File a post-effective amendment to remove from registration any of the securities that remain unsold at the end
    of offering.

         4. For determining liability of the Company under the Securities Act to any purchaser in the initial distribution of
    the securities, the Company undertakes that in a primary offering of securities of the Company pursuant to this
    registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
    are offered or sold to such purchaser by means of any of the following communications, the Company will be a seller to
    the purchaser and will be considered to offer or sell such securities to such purchaser also different from 8-K:

                i. Any preliminary prospectus or prospectus of the Company relating to the offering required to be filed
           pursuant to Rule 424;

                ii. Any free writing prospectus relating to the offering prepared by or on behalf of the Company or used or
           referred to by the Company;

               iii. The portion of any other free writing prospectus relating to the offering containing material information
           about the Company or its securities provided by or on behalf of the Company; and

                iv. Any other communication that is an offer in the offering made by the Company to the purchaser.

          5. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment
    that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          6. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors,
    officers and controlling persons under the foregoing provisions or otherwise, we have been advised that in the opinion
    of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore,
    unenforceable. If a claim for indemnification against such liabilities (other than our payment of expenses incurred or
    paid by any of our directors, officers or controlling persons in the successful defense of any action, suit, or proceeding)
    is asserted by such director, officer or controlling person in connection with the securities being registered, we will,
    unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of
    appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the
    Securities Act and will be governed by the final adjudication of such issue.


                                                                II-6
                                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on
Form S-1 to be signed on its behalf by the undersigned, in the City of Costa Mesa, State of California on April 8, 2011.

                                                             T3 MOTION, INC.




                                                             By: /s/ Ki Nam
                                                                   Ki Nam
                                                                   Chief Executive Officer, Chief Financial Officer, and
                                                                   Chairman of the Board

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED:


                             Nam
                              e                                                  Title                             Date



/s/ Ki Nam                                                  Chief Executive Officer and Chairman of the        April 8, 2011
Ki Nam                                                          Board (Principal Executive Officer)

/s/ Kelly J. Anderson                                          Chief Financial Officer, President and          April 8, 2011
Kelly J. Anderson                                                    Executive Vice President
                                                                      (Principal Financial and
                                                                        Accounting Officer)

*                                                                             Director                         April 8, 2011
David Snowden

*                                                                             Director                         April 8, 2011
Steven Healy

*                                                                             Director                         April 8, 2011
Mary S. Schott

*                                                                             Director                         April 8, 2011
Robert Thomson

*By:    /s/ Kelly J. Anderson
        Kelly J. Anderson,
        Attorney-in-fact




                                                            II-7
                                                EXHIBIT INDEX


 1 .1    Form of Underwriting Agreement**
 3 .1    Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on March 15,
         2006(1)
 3 .2    Bylaws adopted April 1, 2006(1)
 3 .3    Amendment to Bylaws, dated January 16, 2009(5)
 3 .4    Amendment to Certificate of Incorporation dated November 12, 2009(9)
 3 .5    Certificate of Designation of Preferences, Rights and Limitations of Series A convertible preferred stock dated
         November 12, 2009(9)
 3 .6    Form of Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of
         Series A convertible preferred stock
 4 .1    Form of Class H Warrant**
 4 .2    Form of Class I Warrant**
 4 .3    Form of Share Purchase Option**
 4 .4    Form of Warrant Agency Agreement**
 5 .1    Opinion of LKP Global Law, LLP
10 .1    2007 Stock Option/Stock Issuance Plan(1)
10 .2    Standard Industrial/Commercial Multi-Tenant Lease between Land Associates Trust, E.C. Alsenz, Trustee and
         T3 Motion, Inc., for 2990 Airway Avenue, Costa Mesa, CA 92626, dated February 14, 2007(1)
10 .3    Rent Adjustment, Standard Lease Addendum between Land Associates Trust, E.C. Alsenz, Trustee and T3
         Motion, Inc., for 2990 Airway Avenue, Costa Mesa, CA 92626, dated February 14, 2007(1)
10 .4    Option to Extend, Standard Lease Addendum between Land Associates Trust, E.C. Alsenz, Trustee and T3
         Motion, Inc., for 2990 Airway Avenue, Costa Mesa, CA 92626, dated February 14, 2007(1)
10 .5    Addendum to the Air Standard Industrial/Commercial Multi-Tenant Lease between Land Associates Trust, E.C.
         Alsenz, Trustee and T3 Motion, Inc., for 2990 Airway Avenue, Costa Mesa, CA 92626, dated February 14,
         2007(1)
10 .6    Standard Sublease Agreement between Delta Motors, LLC and T3 Motion, Inc. for 2975 Airway Avenue,
         Costa Mesa, CA 92626, dated November 1, 2006(1)
10 .7    Form of Distribution Agreement(1)
10 .8    Director Agreement between David L. Snowden and T3 Motion, Inc., dated February 28, 2007(1)
10 .9    Director Agreement between Steven J. Healy and T3 Motion, Inc., dated July 1, 2007(1)
10 .10   Director Indemnification Agreement between Steven J. Healy and T3 Motion, Inc., dated July 1, 2007(1)
10 .11   Securities Purchase Agreement between T3 Motion, Inc. and Immersive Media Corp., dated December 31,
         2007(1)
10 .12   Promissory Note issued to Immersive Media Corp., dated December 31, 2007(1)
10 .13   Common Stock Purchase Warrant issued to Immersive Media Corp., dated December 31, 2007(1)
10 .14   Investor Rights Agreement between T3 Motion, Inc. and Immersive Media Corp., dated December 31, 2007(1)
10 .15   Securities Purchase Agreement between T3 Motion, Inc. and certain Purchasers, dated March 28, 2008(1)
10 .16   Registration Rights Agreement between T3 Motion, Inc. and certain Purchasers, dated March 28, 2008(1)
10 .17   Geoimmersive Image Data & Software Licensing Agreement between the Company and Immersive Media
         dated July 9, 2008(2)
10 .18   Amendment to Promissory Note issued by the Company in favor of Immersive Media dated as of December 19,
         2008(3)
10 .19   Securities Purchase Agreement between the Company and Vision Opportunity Master Fund (“Vision”), dated
         December 30, 2008(4)
10 .20   Form of 10% Secured Convertible Debenture due December 30, 2008(4)
10 .21   Subsidiary Guarantee, dated December 30, 2008(4)
10 .22   Security Agreement, dated December 30, 2008(4)
10 .23   Form of Lock-up Agreement, dated December 30, 2008(4)
10 .24   Director Offer Letter to Mary S. Schott from Registrant, dated January 16, 2009(5)
10 .25   Distribution Agreement, dated November 24, 2008 by and between the Registrant and CT&T(7)
10 .26   Settlement Agreement dated as of February 20, 2009 by and between the Registrant on the one hand, and
         Sooner Cap, Albert Lin and Maddog Executive Services on the other.(7)
10 .27   Distribution Agreement dated as of March 20, 2009 by and between the Registrant and Spear International,
         Ltd.(6)
10 .28   Amendment to GeoImmersive Image Data and Software License Agreement by and between the Registrant and
         Immersive Media dated as of March 16, 2009.(7)
10 .29   Securities Purchase Agreement dated as of February 23, 2009 by and between the Registrant and Ki Nam.(7)
10 .30   10% Convertible Note issued to Ki Nam(7)
10 .31   Form of Series E Common Stock Purchase Warrant issued to Ki Nam(7)
10 .32   Amendment to Debenture, Warrant and Securities Purchase Agreement between the Company and Vision(7)
10 .33   Securities Purchase Agreement dated as of May 28, 2009 between the Company and Vision(8)
10 .34   Form of 10% Secured Convertible Debenture issued to Vision, dated May 28, 2009(8)
10 .35   Form of Series E Common Stock Purchase Warrant dated May 28, 2009(8)
10 .36   Subsidiary Guarantee dated as of May 28, 2009(8)
10 .37   Security Agreement between the Company and Vision dated as of May 28, 2009(8)
10 .38   Securities Purchase Agreement dated as of December 30, 2009, between the Company and Vision Opportunity
         Master Fund, Ltd.(10)
10 .39   Form of 10% Secured Convertible Debenture issued to Vision dated December 30, 2009(10)
10 .40   Form of Series G Common Stock Purchase Warrant issued December 30, 2009.(10)
10 .41   Subsidiary Guarantee dated as of December 30, 2009, by T3 Motion, Ltd.(10)
10 .42   Security Agreement dated as of December 30, 2009, among the Company, T3 Motion, Ltd. and Vision
         Opportunity Master Fund, Ltd.(10)
10 .43   Securities Exchange Agreement dated as of December 30, 2009, among the Company, Vision Opportunity
         Master Fund, Ltd. and Vision Capital Advantage Fund, L.P.(10)
10 .44   Lock-Up Agreement dated as of December 30, 2009 between the Company and Ki Nam.(10)
10 .45   Stockholders Agreement dated as of December 30, 2009, among the Company, Ki Nam, Vision Opportunity
         Master Fund, Ltd. and Vision Capital Advantage Fund, L.P.(10)
10 .46   Amendment No. 2 dated as of March 31, 2010 to Immersive Media Promissory Note(11)
10 .47   Employment Agreement between the Company and Kelly Anderson effective January 1, 2010 (Portions of the
         exhibit have been omitted pursuant to the request for confidential treatment)(11)
10 .48   2010 Stock Option/Stock Issuance Plan(12)
10 .49   Settlement Agreement dated as of July 29, 2010 and executed on August 3, 2010 by and among the Registrant,
         Ki Nam, Jason Kim and Preproduction Plastics, Inc.(13)
10 .50   Employment Agreement by and between the Registrant and Ki Nam dated August 13, 2010 (Portions of the
         exhibit have been omitted pursuant to a request for confidential treatment)(14)
10 .51   Amendment No. 1 to 10% Senior Secured Convertible Debenture dated as of December 31, 2010(15)
10 .52   Securities Exchange Agreement dated as of December 31, 2010 between the Company and Vision(15)
10 .53   Unsecured Promissory Note dated September 30, 2010 in the principal amount of $1,000,000 issued by the
         Company to Alfonso G. Cordero and Mercy B. Cordero, Trustees of the Cordero Remainder Trust(16)
10 .54   10% Promissory Note dated as of February 24, 2011 in the original principal amount of up to $2.5 million
         issued to Ki Nam(17)
10 .55   Debenture Amendment and Conversion Agreement dated as of March 31, 2011 by and between the Registrant
         and Vision Opportunity Master Fund, Ltd.
10 .56   Form of Stock Option Agreement for use with 2007 Stock Option/Stock Issuance Plan(18)
10 .57   Form of Stock Option Agreement for use with 2010 Stock Option/Stock Issuance Plan(18)
10 .58   Form of Preferred Stock Waiver and Conversion Agreement by and among T3 Motion, Inc., Vision
         Opportunity Master Fund Ltd., Vision Capital Advantage Fund L.P. and Ki Nam
10 .59   Form of Registration Rights Agreement
10 .60   Form of Lock-up Agreement
14 .1    Code of Conduct and Ethics
21 .1    List of Subsidiaries(1)
 23 .1   Consent of KMJ Corbin & Company LLP
 23 .2   Consent of LKP Global Law, LLP (See Exhibit 5.1)
 24 .1   Power of Attorney (included on signature page to the registration statement filed on December 15, 2010)


 ** Filed herewith

 (1) Filed with the Company’s Registration Statement on Form S-1 filed on May 13, 2008.

 (2) Filed with the Company’s Amendment No. 1 to the Registration Statement on Form S-1 filed on July 14, 2008.

 (3) Filed with the Company’s Current Report on Form 8-K filed on December 31, 2008.

 (4) Filed with the Company’s Current Report on Form 8-K filed on January 12, 2009.

 (5) Filed with the Company’s Current Report on Form 8-K filed on January 20, 2009.

 (6) Filed with the Company’s Current Report on Form 8-K filed on March 26, 2009

 (7) Filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 31,
     2009.

 (8) Filed with the Company’s Current Report on Form 8-K filed on June 5, 2009.

 (9) Filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and filed on
     November 16, 2009.

(10) Filed with the Company’s Current Report on Form 8-K filed on January 6, 2010.

(11) Filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 17,
     2010.

(12) Filed with the Company’s Current Report on Form 8-K filed on July 7, 2010.

(13) Filed with the Company’s Current Report on Form 8-K filed on August 9, 2010.

(14) Filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on August 16,
     2010.

(15) Filed with the Company’s Current Report on Form 8-K filed on January 6, 2011.

(16) Filed with the Company’s Current Report on Form 8-K filed on January 21, 2011.

(17) Filed with the Company’s Current Report on Form 8-K filed on March 1, 2011.

(18) Filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, filed on March 31,
     2011.
                                                                                                                                       Exhibit 1.1

                                                                            Units 1


                                                                 T3 Motion, Inc.


                                                Units Consisting of One Share of Common Stock,
                                                 One Class H Warrant and One Class I Warrant


                                                       UNDERWRITING AGREEMENT

                                                                                                                                             , 2011
Chardan Capital Markets, LLC
As the Representative of the
 several underwriters named in Schedule I hereto
17 State Street, Suite 1600
New York, NY 10004
Ladies and Gentlemen:
   T3 Motion, Inc., a Delaware corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in
Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of                   Units (the “Firm Securities”),
each Unit consisting of one share of the Issuer’s Common Stock, $0.001 par value, one Class H Warrant and one Class I Warrant (the Common
Stock, Class H Warrants and Class I Warrants being referred to as the “Component Securities”). The respective amounts of the Firm Securities
to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Issuer also propose to sell at the
Underwriters’ option an aggregate of up to                additional Units (the “Option Securities”) 2 as set forth below.
   As the Representative, you have advised the Issuer (a) that you are authorized to enter into this Underwriting Agreement (the “Agreement”)
on behalf of the several Underwriters, and (b) that the several Underwriters are willing, acting severally and not jointly, to purchase the
numbers of Firm Securities set forth opposite their respective names in Schedule I , plus their pro rata portion of the Option Securities if you
elect to exercise the over-allotment option in whole or in part for the accounts of the several Underwriters. The Firm Securities and the Option
Securities (to the extent the aforementioned option is exercised) are herein collectively called the “Units.”


1     Plus an option to purchase up to                additional Units to cover over-allotments.

2     5% of the number of Firm Securities.
    The Issuer has prepared a registration statement on Form S-1 (File No. 333-171163) with respect to the Units and the Component Securities
pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the
United States Securities and Exchange Commission (the “Commission”) thereunder. As used in this Agreement, “Effective Time” means the
date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by
the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such
registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the
Commission by the Issuer with the consent of the Representative pursuant to Rule 424(a) of the Rules and Regulations; “Pricing Prospectus”
means the Preliminary Prospectus that was included in the Registration Statement immediately prior to the Applicable Time (as defined
below); “Prospectus” means the prospectus in the form first used to confirm sales of Units; “Registration Statement” means such registration
statement, as amended at the Effective Time, including all information deemed to be a part of the registration statement as of the Effective
Time pursuant to Rule 430A of the Rules and Regulations; “Free Writing Prospectus” means any “free writing prospectus” as defined in
Rule 405 under the Securities Act relating to the Units; and “Issuer Free Writing Prospectus” means any “issuer free writing prospectus” as
defined in Rule 433 under the Securities Act relating to the Units. If the Issuer has filed an abbreviated registration statement to register
additional Component Securities pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference
herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. For the purposes of this
Agreement, the “Applicable Time” 1 is ___:___ __m (Eastern time) on the date of this Agreement.
   In consideration of the mutual agreements contained herein and of the interests of the parties in the transactions contemplated hereby, the
parties hereto agree as follows:
    1. REPRESENTATIONS AND WARRANTIES OF THE ISSUER .
      The Issuer represents and warrants to each of the Underwriters as follows:
       (a) The Registration Statement has been filed with the Commission under the Securities Act and has become effective under the
Securities Act. No stop order suspending the effectiveness of such registration statement is in effect, and no proceedings for such purpose are
pending before or, to the knowledge of the Issuer, threatened by the Commission. The Commission has not issued any order preventing or
suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus. Copies of such registration statement and each of the
amendments thereto have been delivered by the Issuer to you. The Registration Statement conforms, and any further amendments or
supplements to the Registration Statement will conform, in all material respects to the requirements of the Securities Act and the Rules and
Regulations. The Prospectus and the Pricing Prospectus each conforms and, as amended or supplemented, will conform, in all material respects
to the requirements of the Securities Act and the Rules and Regulations. As of the Effective Date, the date hereof, the Closing Date (as


1     Applicable Time is the time, shortly after the Units are priced, when the first sales are confirmed (whether orally or in writing).
defined below) and each Option Closing Date (as defined below), if any, the Registration Statement does not and will not, and any further
amendments to the Registration Statement will not, when they become effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not misleading; as of its date and the date hereof, the
Prospectus does not, and as amended or supplemented on the Closing Date and each Option Closing Date, if any, will not, contain an untrue
statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; the Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses and other documents
listed in Schedule II(a) hereto, taken together with the final pricing information included on the cover page of the Prospectus (collectively, the
“Disclosure Package”), as of the Applicable Time did not include any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Issuer
Free Writing Prospectus listed on Schedule II(a) hereto does not conflict with the information contained in the Registration Statement; and each
such Issuer Free Writing Prospectus listed on Schedule II(b) as supplemented by and taken together with the Disclosure Package as of the
Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations
and warranties set forth in this sentence do not apply to statements or omissions in the Registration Statement, the Prospectus, the Pricing
Prospectus or any Issuer Free Writing Prospectus or any such amendment or supplement in reliance upon and in conformity with written
information furnished to the Issuer by any Underwriter through Chardan Capital Markets, LLC expressly for use therein, such information
being listed in Section 13 below. The Issuer filed the Registration Statement with the Commission before using any Issuer Free Writing
Prospectus and, to the extent within the Issuer’s control, each Issuer Free Writing Prospectus was preceded or accompanied by the most recent
Preliminary Prospectus satisfying the requirements of Section 10 under the Securities Act, which Preliminary Prospectus included an estimated
price range.
       (b) Each of the statements made by the Issuer in such documents within the coverage of Rule 175(b) of the Rules and Regulations,
including (but not limited to) any projections, results of operations or statements with respect to future available cash or future cash
distributions of the Issuer, was made or will be made with a reasonable basis and in good faith. Notwithstanding the foregoing, this
representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with written information
concerning the Underwriters furnished to the Issuer by or on behalf of any Underwriter specifically for inclusion in the Registration Statement,
the Pricing Prospectus or the Prospectus.
       (c) This Agreement has been duly authorized, executed and delivered by the Issuer, and constitutes a valid, legal, and binding obligation
of the Issuer, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities
laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors
generally, and subject to general principles of equity. The Issuer has full power and authority to enter into this Agreement and to authorize,
issue and sell
the Units and each of the Component Securities (and the shares of Common Stock issuable upon exercise of each of the Warrants) as
contemplated by this Agreement.
       (d) The Issuer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware,
with corporate power and authority to own or lease its properties and conduct its business as described in the Prospectus and the Disclosure
Package. Each of the subsidiaries of the Issuer, as listed in Exhibit 21 to Item 16(a) of the Registration Statement (collectively, the
“Subsidiaries”), has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its
incorporation, with corporate power and authority to own or lease its properties and conduct its business as described in the Prospectus and the
Disclosure Package. The Subsidiaries are the only subsidiaries, direct or indirect, of the Issuer required to be listed on Exhibit 21 to Item 16(a)
of the Registration Statement. The Issuer and each of the Subsidiaries are duly qualified to transact business and are in good standing in all
jurisdictions in which the conduct of their business requires such qualification, except where the failure to be so qualified or to be in good
standing would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, rights, operations,
earnings, business, or prospects of the Issuer and its Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary
course of business (a “Material Adverse Effect”). The outstanding shares of capital stock of each of the Subsidiaries have been duly authorized
and validly issued, are fully paid and non-assessable and are wholly owned by the Issuer or another Subsidiary free and clear of all liens,
encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other
rights to convert any obligations into shares of capital stock or ownership interests in the Subsidiaries are outstanding.
      (e) The outstanding shares of Common Stock of the Issuer have been duly authorized and validly issued and are fully paid and
non-assessable; the Units and each of the Component Securities (and shares of Common Stock underlying each of the Warrants) to be issued
and sold by the Issuer have been duly authorized and when issued and paid for as contemplated herein will be validly issued, fully paid and
non-assessable; and no preemptive rights of Shareholders exist with respect to any of the Units or the issue and sale thereof or any of the
Component Securities. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement
gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any shares of Common Stock.
       (f) The information set forth under the caption “Capitalization” in the Prospectus and the Disclosure Package is true and correct. The
Units and each Component Security conform to the respective descriptions thereof contained in the Prospectus and the Disclosure Package. The
form of certificates for the Units and the Component Securities conforms to the corporate law of Delaware. Immediately after the issuance and
sale of the Units to the Underwriters, no shares of Series A Preferred Stock of the Issuer shall be issued and outstanding that would cause the
Issuer not to be able to list its Units or Component Securities on AMEX (as defined below), and no holder of any shares of capital stock,
securities convertible into or exchangeable or exercisable for capital stock or options, warrants or other rights to purchase capital stock or any
other securities of the Issuer shall have any existing or future right to acquire any
shares of Series A Preferred Stock of the Issuer. No holders of securities of the Issuer have rights to the registration of such securities under the
Registration Statement that have not been waived.
      (g) The consolidated financial statements of the Issuer and the Subsidiaries, together with related notes and schedules as set forth in the
Registration Statement, the Prospectus and the Disclosure Package, present fairly the financial position and the results of operations and cash
flows of the Issuer and the consolidated Subsidiaries, at the indicated dates and for the indicated periods. Such financial statements and related
schedules have been prepared in accordance with U.S. generally accepted principles of accounting (“GAAP”), consistently applied throughout
the periods involved, except as disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been
made; provided, however, that financial statements that are unaudited are subject to normal year end adjustments and do not contain certain
footnotes required by GAAP. The summary financial and statistical data included in the Registration Statement, the Prospectus and the
Disclosure Package presents fairly the information shown therein and such data has been compiled on a basis consistent with the financial
statements presented therein and the books and records of the Issuer. The statistical, industry-related and market-related data included in the
Registration Statement, the Prospectus and the Disclosure Package are based on or derived from sources which the Issuer reasonably and in
good faith believes are reliable and accurate.
      (h) The Issuer maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are
executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets
is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is
compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
       (i) To the Issuer’s knowledge, KMJ Corbin & Company LLP, which has certified certain financial statements of the Issuer and delivered
its opinion with respect to the audited financial statements and schedules included in the Registration Statement and the Prospectus, is an
independent registered public accounting firm with respect to the Issuer within the meaning of the Securities Act and the Rules and
Regulations.
      (j) There is no action, suit, claim or proceeding pending or, to the knowledge of the Issuer, threatened against the Issuer or any of the
Subsidiaries before any court or administrative agency or otherwise (1) that are required to be described in the Registration Statement, the
Prospectus or the Disclosure Package and are not so described or (2) which, if determined adversely to the Issuer or any of its Subsidiaries,
would be likely to have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in
the Registration Statement, the Prospectus and the Disclosure Package.
      (k) No labor problem or dispute with the employees of the Issuer or the Subsidiaries exists or, to the Issuer’s knowledge, is threatened,
and the Issuer is not aware of any existing or threatened labor disturbance by the employees of any of its or its Subsidiaries’
principal suppliers, contractors or customers, except for such problems, disputes or disturbances that are not reasonably expected to have a
Material Adverse Effect.
        (l) The Issuer and the Subsidiaries have good and marketable title to all of the properties and assets reflected in the financial statements
(or as described in the Prospectus and the Disclosure Package) hereinabove described, subject to no lien, mortgage, pledge, charge or
encumbrance of any kind except (i) those reflected in such financial statements (or as described in the Prospectus and the Disclosure Package)
or), (ii) which are not material in amount. The Issuer and the Subsidiaries occupy their leased properties under valid and binding leases
conforming in all material respects to the description thereof set forth in the Prospectus and the Disclosure Package.
        (m) The Issuer and the Subsidiaries have filed all Federal, State, local and foreign tax returns which have been required to be filed and
have paid all taxes indicated by said returns and all assessments received by them or any of them to the extent that such taxes have become due
and are not being contested in good faith and for which an adequate reserve for accrual has been established in accordance with GAAP. All tax
liabilities have been adequately provided for in the financial statements of the Issuer to the extent required by GAAP, and the Issuer does not
know of any actual or proposed additional material tax assessments that are required by GAAP to be provided for in such financial statements.
There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof,
required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Issuer or sale by the Issuer of the
Units.
      (n) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, as it may be amended or
supplemented, there has not been any material adverse change or, to the knowledge of the Company, any development involving a prospective
change which has had or is reasonably likely to have a Material Adverse Effect, whether or not occurring in the ordinary course of business,
and there has not been any material transaction entered into or any material transaction that is probable of being entered into by the Issuer or
the Subsidiaries, other than transactions in the ordinary course of business and changes and transactions described in the Prospectus and the
Disclosure Package. The Issuer and the Subsidiaries have no material contingent obligations that are not disclosed in the Issuer’s financial
statements or otherwise in the Registration Statement and the Prospectus.
       (o) Neither the Issuer nor any of the Subsidiaries is or, with the giving of notice or lapse of time or both, will be, in violation of or in
default under its Certificate of Incorporation (“Charter”) or By-Laws or any agreement, lease, contract, indenture or other instrument or
obligation to which it is a party or by which it, or any of its properties, is bound and which violation or default has had or is reasonably likely to
have a Material Adverse Effect which has not been disclosed in the Registration Statement or Disclosure Package. The execution and delivery
of this Agreement and the consummation of the transactions herein contemplated and the fulfillment of the terms hereof will not conflict with
or result in a breach of any of the terms or provisions of, or constitute a default under: (i) the Charter or By-Laws of the Issuer or (ii) any
contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer or any of the Subsidiaries is a party, or any
order, rule or regulation applicable to the Issuer or any of the
Subsidiaries of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction.
      (p) Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other
governmental body necessary in connection with the execution and delivery by the Issuer of this Agreement and the consummation of the
transactions herein contemplated (except such additional steps as may be required by the Commission, the Financial Institutions Regulatory
Authority (“FINRA”) or such additional steps as may be necessary to qualify the Units for public offering by the Underwriters under state
securities or Blue Sky laws or foreign laws) has been obtained or made and is in full force and effect.
       (q) The Issuer and each of the Subsidiaries has all material licenses, certifications, permits, franchises, approvals, clearances and other
regulatory authorizations (“Permits”) from governmental authorities as are necessary to conduct its businesses as currently conducted and to
own, lease and operate its properties in the manner described in the Prospectus and the Disclosure Package. There is no claim, proceeding or
controversy, pending or, to the knowledge of the Issuer or any of the Subsidiaries, threatened, involving the status of or sanctions under any of
the Permits. The Issuer and each of the Subsidiaries has fulfilled and performed all of its material obligations with respect to the Permits, and to
the Issuer’s knowledge, no event has occurred which allows, or after notice or lapse of time would allow, the revocation, termination,
modification or other impairment of the rights of the Issuer or any of the Subsidiaries under such Permit. None of the Permits contains any
restriction that is materially burdensome on the Issuer or any of its Subsidiaries.
      (r) To the Issuer’s knowledge, there are no affiliations or associations between any member of FINRA and any of the Issuer’s officers,
directors or 5% or greater security holders, except as set forth in the Registration Statement.
       (s) Neither the Issuer, nor to the Issuer’s knowledge, any of its affiliates, has taken, directly or indirectly, any action designed to cause or
result in, or which constitutes, the stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of the
Units.
       (t) Neither the Issuer nor any of the Subsidiaries is an “investment company” within the meaning of such term under the Investment
Issuer Act of 1940, and the rules and regulations of the Commission thereunder (collectively, the “1940 Act”).
        (u) The Issuer and each of the Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as is adequate for
the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar
industries. All policies of insurance insuring the Issuer or any Subsidiary or any of their respective businesses, assets, employees, officers and
directors are in full force and effect, and the Issuer and the Subsidiaries are in compliance with the terms of such policies in all material
respects. There are no claims by the Issuer or any Subsidiary under any such policy or instrument as to which an insurance company is denying
liability or defending under a reservation of rights clause.
       (v) The Issuer is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”); no “reportable event” (as
defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Issuer would have any liability; the
Issuer has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from,
any “pension plan” or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published
interpretations thereunder (the “Code”); and each “pension plan” for which the Issuer would have any liability that is intended to be qualified
under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which
would cause the loss of such qualification.
    (w) Other than as contemplated by this Agreement, the Issuer has not incurred any liability for any finder’s or broker’s fee, or agent’s
commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
       (x) Other than the Subsidiaries, the Issuer does not own, directly or indirectly, any shares of capital stock and does not have any other
equity or ownership or proprietary interest in any corporation, partnership, association, trust, limited liability company, joint venture or other
entity.
       (y) There are no statutes, regulations, contracts or other documents (including, without limitation, any voting agreement) that are required
to be described in the Registration Statement, the Prospectus or the Disclosure Package or to be filed as exhibits to the Registration Statement
that are not described or filed as required. Neither the Issuer nor any of the Subsidiaries has sent or received any notice indicating the
termination of or intention to terminate any of the contracts or agreements referred to or described in the Registration Statement, Prospectus or
the Disclosure Package, or filed as an exhibit to the Registration Statement, and no such termination has been threatened by the Issuer, any
Subsidiary or, to our knowledge, any other party to any such contract or agreement except for any terminations that would not have a Material
Adverse Effect.
       (z) Neither the Issuer nor any Subsidiary is in violation of any statute, any rule, regulation, decision or order of any governmental agency
or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous chemicals, toxic substances or radioactive and
biological materials or relating to the protection or restoration of the environment or human exposure to hazardous chemicals, toxic substances
or radioactive and biological materials (collectively, “Environmental Laws”) which could reasonably be expected to have a Material Adverse
Effect. To the Issuer’s knowledge, neither the Issuer nor the Subsidiaries own or operate any real property contaminated with any substance
that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is
subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim would individually or in the
aggregate have a Material
Adverse Effect; and the Issuer is not aware of any pending investigation which might lead to such a claim.
       (aa) No payments or inducements have been made or given, directly or indirectly, to any federal or local official or candidate for, any
federal or state office in the United States or foreign offices by the Issuer or any Subsidiary, or to the Issuer’s knowledge, by any of their
officers, directors, employees, agents or any other person in connection with any opportunity, contract, permit, certificate, consent, order,
approval, waiver or other authorization relating to the business of the Issuer or any Subsidiary, except for such payments or inducements as
were lawful under applicable laws, rules and regulations. Neither the Issuer nor any Subsidiary, nor, to the knowledge of the Issuer, any
director, officer, agent, employee or other person associated with or acting on behalf of the Issuer or any Subsidiary, (i) has used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect
unlawful payment to any government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign
Corrupt Practices Act of 1977; or (iv) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in
connection with the business of the Issuer or any Subsidiary.
       (bb) The Issuer and each of the Subsidiaries owns, licenses, or otherwise has rights in all United States and foreign patents, trademarks,
service marks, tradenames, copyrights, trade secrets and other proprietary rights necessary for the conduct of its respective business as currently
carried on and as proposed to be carried on as described in the Prospectus and the Disclosure Package (collectively and together with any
applications or registrations for the foregoing, the “Intellectual Property”). Except as specifically described in the Prospectus and the Disclosure
Package, (i) no third parties have obtained rights to any such Intellectual Property from the Issuer, other than licenses granted in the ordinary
course and those that would not have a Material Adverse Effect; (ii) to the Issuer’s knowledge, there is no infringement or misappropriation by
third parties of any such Intellectual Property; (iii) there is no pending or, to the Issuer’s knowledge, overtly threatened action, suit, proceeding
or claim by others challenging the Issuer’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Issuer is unaware of any
facts which would form a basis for any such claim; (iv) there is no pending or, to the Issuer’s knowledge, overtly threatened action, suit,
proceeding or claim by others challenging the validity, enforceability, or scope of any such Intellectual Property; and the Issuer is unaware of
any facts which would form a basis for any such claim; (v) there is no pending or, to the Issuer’s knowledge, overtly threatened action, suit,
proceeding or claim by others that the Issuer or any of the Subsidiaries, or any of the Issuer’s or its Subsidiaries’ products, product candidates,
or services, infringes, misappropriates, or otherwise violates, or that the development or commercialization of the products, product candidates,
or services described in the Prospectus and the Disclosure Package, would infringe upon, misappropriate or otherwise violate, any patent,
trademark, copyright, trade secret or other proprietary right of others, and the Issuer is unaware of any facts which would form a basis for any
such claim; (vi) to the Issuer’s knowledge there is no patent or patent application that contains claims that cover or may cover any Intellectual
Property described in the Prospectus or the Disclosure Package as being owned by or licensed to the Issuer or any of the Subsidiaries or that is
necessary for the conduct of their businesses as currently or contemplated to be conducted or that interferes with the issued or pending claims
of
any such Intellectual Property; (vii) there is no prior art or public or commercial activity of which the Issuer is aware that may render any
patent held by the Issuer or any of the Subsidiaries invalid or any patent application held by the Issuer or any of the Subsidiaries unpatentable
which has not been disclosed to the U.S. Patent and Trademark Office; and (viii) neither Issuer nor its Subsidiaries have committed any act or
omitted to undertake any act the effect of such commission or omission would render the Intellectual Property invalid or unenforceable in
whole or in part. None of the technology employed by the Issuer has been obtained or, to the Issuer’s knowledge, is being used by the Issuer in
violation of the rights of any person or third party.
       (cc) The conduct of business by the Issuer and each of the Subsidiaries complies, and at all times has complied, in all material respects
with federal, state, local and foreign laws, statutes, ordinances, rules, regulations, decrees, orders, Permits and other similar items (“Laws”)
applicable to its business, including, without limitation, (i) the Occupational Safety and Health Act, the Environmental Protection Act, the
Toxic Substance Control Act and similar federal, state, local and foreign Laws applicable to hazardous or regulated substances and radioactive
or biologic materials and (ii) licensing and certification Laws covering any aspect of the business of the Issuer or any of the Subsidiaries,
including all export control laws of the United States government. Neither the Issuer nor any of the Subsidiaries has received any notification
asserting, or has knowledge of, any present or past failure to comply with or violation of any such Laws, except for violations that could not
reasonably be expected to have a Material Adverse Effect.
       (dd) The information contained in the Registration Statement and the Prospectus regarding the Issuer’s expectations, plans and
intentions, and any other information that constitutes “forward-looking” information within the meaning of the Securities Act and the Securities
Exchange Act of 1934, as a amended (the “Exchange Act”) were made by the Issuer on a reasonable basis and reflect the Issuer’s good faith
belief and/or estimate of the matters described therein.
      (ee) Any certificate signed by any officer of the Issuer pursuant to Section 6(f) and delivered to the Representative or counsel for the
Underwriters shall be deemed a representation and warranty by the Issuer to each Underwriter and shall be deemed to be a part of this Section 1
and incorporated herein by this reference.
       (ff) The Issuer is in compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and is
actively taking steps to ensure that it will be in compliance with other provisions of the Sarbanes-Oxley Act that will become applicable to the
Issuer.
       (gg) The Issuer has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act; except as otherwise set forth in the current SEC reports filed under the Exchange Act, the Issuer’s “disclosure controls and
procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Issuer in
the reports that it will file or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the rules and regulations of the Commission, and that all such
information is accumulated and communicated to the Issuer’s management as appropriate to allow timely decisions regarding required
disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Issuer required under the Exchange
Act with respect to such reports.
       (hh) There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or
guarantees of indebtedness by the Issuer to or for the benefit of any of the officers or directors of the Issuer or any of their respective family
members, except as disclosed in the Prospectus and the Disclosure Package. The Issuer has not directly or indirectly extended or maintained
credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive
officer of the Issuer.
       (ii) The section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Critical Accounting
Policies” in the Registration Statement, the Prospectus and the Disclosure Package accurately and fully describes accounting policies which the
Issuer believes are the most important in the portrayal of the financial condition and results of operations of the Issuer and its consolidated
subsidiaries and which require management’s most difficult, subjective or complex judgments.
       (jj) Neither the Issuer nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which could be
“integrated” for purposes of the Securities Act or the rules and regulations promulgated thereunder with the offer and sale of the Units pursuant
to the Registration Statement. Except as disclosed in the Prospectus and the Disclosure Package, neither the Issuer nor any of its affiliates has
sold or issued any security during the six month period preceding the date of the Prospectus, including but not limited to any sales pursuant to
Rule 144A or Regulation D or S under the Securities Act, other than shares of Common Stock issued pursuant to employee benefit plans,
qualified stock option plans or the employee compensation plans or pursuant to outstanding options, rights or warrants as described in the
Prospectus and the Disclosure Package.
    2. PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES .
       (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the
Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $_____ per Unit 3 , the
number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with
Section 9 hereof.
      (b) Payment for the Firm Securities to be sold hereunder is to be made in New York Clearing House funds by Federal wire transfer (same
day) against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are
to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business
day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Issuer shall agree


3     8.0% discount to public offering price.
upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York
Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to
be closed.
       (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set
forth, the Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per Unit as set forth in the
first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before
the Closing Date and (ii) only once thereafter within 45 days after the date of this Agreement, by you, as the Representative of the several
Underwriters, to the Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the
names and denominations in which the Option Securities are to be registered and the time and date at which such certificates are to be
delivered. The time and date at which certificates for Option Securities are to be delivered shall be determined by the Representative but shall
not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such
time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the
Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by
each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities
being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares.
The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm
Securities by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its
expiration by giving written notice of such cancellation to the Issuer. To the extent, if any, that the option is exercised, payment for the Option
Securities shall be made on the Option Closing Date in Federal (same day funds) through the facilities of the Depository Trust Company in
New York, New York drawn to the order of the Issuer.
   3. OFFERING BY THE UNDERWRITERS .
       It is understood that the several Underwriters are to make a public offering of the Firm Securities as soon as the Representative deems it
advisable to do so. The Representative shall advise them that it is advisable to do so as soon as the conditions in Section 6 have been satisfied
or waived. The Firm Securities are to be initially offered to the public at the initial public offering price set forth in the Prospectus. The
Representative may from time to time thereafter change the public offering price and other selling terms upon prior notice to the Issuer, and
only subsequent to the Issuer filing a Prospectus Supplement with the Commission describing such changed terms; provided, that such changes
shall not affect the net offering proceeds payable to the Issuer. To the extent, if at all, that any Option Securities are purchased pursuant to
Section 2 hereof, the Underwriters will offer them to the public on the foregoing terms.
      It is further understood that you will act as the Representative for the Underwriters in the offering and sale of the Units in accordance
with a Master Agreement Among Underwriters entered into by you and the several other Underwriters. The Underwriters may engage members
in
good standing of FINRA to act as selected dealers in connection with the sale of the Units. Such selected dealers, if any, will be compensated
solely by the Underwriters.
   4. COVENANTS .
      (a) The Issuer covenants and agrees with the several Underwriters that it will (i) prepare and timely file with the Commission under Rule
424(b) of the Rules and Regulations a Prospectus in a form approved by the Representative containing information previously omitted at the
time of effectiveness of the Registration Statement in reliance on Rule 430A of the Rules and Regulations; (ii) not file any amendment to the
Registration Statement or supplement to the Prospectus, any Preliminary Prospectus or any Issuer Free Writing Prospectus of which Chardan
Capital Markets, LLC shall not previously have been advised and furnished with a copy or to which the Representative shall have reasonably
objected in writing or which is not in compliance with the Rules and Regulations; and (iii) file on a timely basis all reports and any definitive
proxy or information statements required to be filed by the Issuer with the Commission subsequent to the date of the Prospectus and prior to the
termination of the offering of the Units by the Underwriters.
       (b) The Issuer has not distributed and without the prior consent of Chardan Capital Markets, LLC, it will not distribute any prospectus or
other offering material (including, without limitation, any offer relating to the Units that would constitute a Free Writing Prospectus and
content on the Issuer’s website that may be deemed to be a prospectus or other offering material) in connection with the offering and sale of the
Units, other than the materials referred to in Section 1(a). Each Underwriter represents and agrees that it has not made and, without the prior
consent of the Issuer and Chardan Capital Markets, LLC, it will not make, any offer relating to the Offered Securities that would constitute an
Issuer Free Writing Prospectus. Any such Issuer Free Writing Prospectus, the use of which has been consented to by the Issuer and Chardan
Capital Markets, LLC, is listed on Schedule II(a) or Schedule II(b) hereto. The Issuer has complied and will comply with the requirements of
Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention
where required and legending. The Issuer represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the
Securities Act to avoid a requirement to file with the Commission any electronic road show. The Issuer agrees that if at any time following
issuance of an Issuer Free Writing Prospectus any event has occurred or occurs as a result of which such Issuer Free Writing Prospectus would
conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances then prevailing,
not misleading, the Issuer will give prompt notice thereof to Chardan Capital Markets, LLC and, if requested by Chardan Capital Markets,
LLC, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such
conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an
Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Issuer by an Underwriter
through Chardan Capital Markets, LLC expressly for use therein.
     (c) The Issuer will not take, directly or indirectly, any action designed to cause or result in, or that constitutes, the stabilization or
manipulation of the price of any securities of the Issuer.
       (d) The Issuer will advise the Representative promptly (i) when the Registration Statement or any post-effective amendment thereto shall
have become effective; (ii) of receipt of any comments from the Commission; (iii) of any request of the Commission for amendment of the
Registration Statement or for supplement to the Prospectus or for any additional information; and (iv) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings
for that purpose. The Issuer will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the
Prospectus and to obtain as soon as possible the lifting thereof, if issued. The Issuer will maintain the effectiveness of the Registration
Statement (or shall file and maintain the effectiveness of another registration statement on a suitable form) until all of the Warrant Shares have
been issued or all of the Warrants shall have been redeemed or have expired unexercised, unless all non-Affiliated holders of Warrants may use
cashless exercise to obtain Warrant Shares and immediately resell them without restriction under Rule 144 or any successor exemption from
registration.
       (e) The Issuer will cooperate with the Representative in endeavoring to qualify the Units for sale under the securities laws of such
jurisdictions as the Representative may reasonably have designated in writing and will make such applications, file such documents, and
furnish such information as may be reasonably required for that purpose, provided the Issuer shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a
consent. The Issuer will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to
continue such qualifications in effect for so long a period as the Representative may reasonably request for distribution of the Units.
       (f) The Issuer will deliver to, or upon the order of, the Representative, from time to time, as many copies of any Preliminary Prospectus
as the Representative may reasonably request. The Issuer will deliver to, or upon the order of, the Representative during the period when
delivery of a Prospectus is required under the Securities Act, as many copies of the Prospectus in final form, or as thereafter amended or
supplemented, as the Representative may reasonably request. The Issuer will deliver to the Representative at or before the Closing Date, four
signed copies of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the
Representative such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may
reasonably be requested) and of all amendments thereto, as the Representative may reasonably request.
       (g) The Issuer will comply with the Securities Act and the Rules and Regulations, and the Exchange Act, and the rules and regulations of
the Commission thereunder, so as to permit the completion of the distribution of the Units as contemplated in this Agreement and the
Prospectus. If during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, any event shall occur as a
result of which, in the judgment of the Issuer or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement
the
Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a
purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Issuer promptly
will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the
Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the
Prospectus will comply with the law.
       (h) The Issuer will make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than
15 months after the effective date of the Registration Statement, an earnings statement (which need not be audited) in reasonable detail,
covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earning statement
shall satisfy the requirements of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations and will advise you in writing
when such statement has been so made available.
       (i) Prior to the Closing Date, the Issuer will furnish to the Underwriters, as soon as they have been prepared by or are available to the
Issuer, a copy of any unaudited interim financial statements of the Issuer for any period subsequent to the period covered by the most recent
financial statements appearing in the Registration Statement and the Prospectus.
       (j) The Issuer covenants and agrees that no offering, sale, short sale or other disposition of any shares of Common Stock of the Issuer or
other securities convertible into or exchangeable or exercisable for shares of Common Stock or derivative of Common Stock (or any agreement
for such) will be made for a period of 180 days after the date of this Agreement (the “Restriction Period”), directly or indirectly, by the Issuer
otherwise than as contemplated hereunder or with the prior written consent of Chardan Capital Markets, LLC; provided, however, that if (i) the
Issuer issues an earnings release or material news, or a material event relating to the Issuer occurs, during the last 17 days of the Restriction
Period, or (ii) prior to the expiration of the Restriction Period, the Issuer announces that it will release earnings results during the 16-day period
beginning on the last day of the Restriction Period, the restrictions imposed hereunder shall continue to apply until the expiration of the 18-day
period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The foregoing will not apply
to (A) equity grants made to employees, consultants, officers or directors of the Issuer pursuant to employee benefit plans described in the
Prospectus and the Disclosure Package; (B) issuances pursuant to the exercise or conversion of exercisable or convertible securities outstanding
on the date of this Agreement; or (C) issuances pursuant to this Agreement, including securities issuable in connection with the Underwriters’
Warrants.
       (k) The Issuer will use its best efforts to list, subject to notice of issuance, the Units and each Component Security on the NYSE Amex
(“Amex”). The Units will only be tradable as Units (and not the Component Securities separately) for a period of 90 calendar days after the
Closing Date; except with the express prior written consent of the Representative. Following the giving of any such written consent, the Issuer
shall issue a press release and file a Form 8-K disclosing the date on which the Component Securities will begin to trade separately on
the Amex. The Issuer shall take all steps to notify Amex and any depositary for the Units of such separate trading date.
       (l) The Issuer has caused each officer, director and stockholder set forth on Schedule III attached hereto, to furnish to you, on or prior to
the date of this Agreement, letter agreements, in form and substance satisfactory to the Underwriters, pursuant to which each such person shall
agree not to offer, sell, sell short or otherwise dispose of any shares of Common Stock of the Issuer or other capital stock of the Issuer, or any
other securities convertible, exchangeable or exercisable for Common Stock or derivative of Common Stock, except as set forth on Schedule III
attached hereto owned by such person for a period of 180 days after the date of this Agreement, except with the prior written consent of
Chardan Capital Markets, LLC (“Lockup Agreements”).
      (m) The Issuer intends to apply the net proceeds of its sale of the Units as described under the heading “Use of Proceeds” in the
Prospectus and the Disclosure Package and shall file reports with the Commission with respect to the sale of the Units and the application of
the proceeds therefrom as may be required in accordance with Rule 463 under the Securities Act.
      (n) The Issuer shall not invest, or otherwise use the proceeds received by the Issuer from its sale of the Units in such a manner as would
require the Issuer or any of the Subsidiaries to register as an investment company under the 1940 Act.
      (o) The Issuer will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Issuer, a registrar for the
Units, the Common Stock, and upon separation of the Units, the Class H Warrants and the Class I Warrants.
       (p) The Issuer hereby agrees to issue and sell to the Underwriters (and/or their designees) Closing Date Share Purchase Options
(“Underwriters’ Warrants”) for the purchase of an aggregate of                  Shares [5% of the Firm Securities] for an aggregate purchase
price of $100.00. The Underwriters’ Warrants in the form attached hereto as Exhibit A shall be exercisable, in whole or in part, commencing
one (1) year after the Closing Date and expiring five (5) years after the Effective Date at an exercise price per Share of $                , which
is equal to 125% of the public offering price of the Units. The Underwriters understand and agree that there are significant restrictions pursuant
to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Shares issuable upon exercise thereof during the first 180 days
after the issuance date and by their acceptance thereof shall agree that they will not, sell, transfer, assign, pledge or hypothecate the
Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result
in the effective economic disposition of any of such securities for a period of 180 days following the date of effectiveness of the Registration
Statement to anyone other than (i) a selected dealer in connection with the offering contemplated hereby, or (ii) a bona fide officer or partner of
the Underwriters or of any such selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions, or (iii) as expressly
permitted by FINRA Rule 5110(g)(2). The Underwriters’ Warrants shall be registered on the Registration Statement, and shall have one
demand and unlimited piggyback registration rights thereafter as needed permit to the exercise of the Underwriters’ Warrants.
      Delivery and payment for the Underwriter’s Warrants shall be made on the Closing Date and shall be issued in the name or names and in
such authorized denominations as the Representative may request upon at least three business days’ prior notice to the Issuer.
   5. COSTS AND EXPENSES .
       The Issuer will pay all costs, expenses and fees incident to the performance of the obligations of the Issuer under this Agreement,
including, without limiting the generality of the foregoing, the following: accounting fees of the Issuer; the fees and disbursements of counsel
for the Issuer; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary
Prospectuses, the Pricing Prospectus, any Issuer Free Writing Prospectus, the Prospectus, the Underwriters’ Selling Memorandum and the
Underwriters’ Invitation Letter, if any, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; transfer and
warrant agent fees; any transfer taxes; the cost of “tombstone” advertising in the Wall Street Journal and the New York Times; the filing fees of
the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by FINRA of
the terms of the sale of the Units; the Listing Fee of the Amex and the expenses, including the fees and disbursements of counsel for the
Underwriters up to a maximum amount of $25,000, incurred in connection with the qualification of the Units under State securities or Blue Sky
laws. The Issuer also agrees to pay all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the
Underwriters, incident to the offer and sale of directed Units by the Underwriters to employees and persons having business relationships with
the Issuer and any of the Subsidiaries, if any.
       The Issuer shall also pay a non-accountable expense allowance equal to 2.5% of the gross offering price to the public, plus up to $25,000
of the Underwriters’ actual road show expenses plus the fees and expense of the Underwriters’ counsel, but not to exceed the sum of $125,000
in any event. The Issuer shall not, however, be required to pay for any of the Underwriters other expenses (other than those related to
qualification under FINRA Rule 5110 and State securities or Blue Sky laws as stated above) except that, if this Agreement shall not be
consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative
pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Issuer to perform any undertaking or satisfy any
condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure to satisfy said condition
or to comply with said terms be due to the default or omission of any Underwriter, then the Issuer shall reimburse the several Underwriters for
their reasonable out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating,
marketing and proposing to market the Units or in contemplation of performing their obligations hereunder, in an amount not to exceed
$125,000; but the Issuer shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits
from the sale by them of the Units.
   6. CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS .
     The several obligations of the Underwriters to purchase the Firm Securities on the Closing Date and the Option Securities, if any, on the
Option Closing Date are subject to the
accuracy, as of the Closing Date and the Option Closing Date, if any, of the representations and warranties of the Issuer contained herein, and
to the performance by the Issuer of its covenants and obligations hereunder and to the following additional conditions:
       (a) The Registration Statement and all post-effective amendments thereto shall have become effective and any and all filings required by
Rule 424 and Rule 430A of the Rules and Regulations shall have been made, and any request of the Commission for additional information (to
be included in the Registration Statement or otherwise) shall have been disclosed to the Representative and complied with to their reasonable
satisfaction. All material required to be filed by the Issuer pursuant to Rule 433(d) under the Securities Act shall have been filed with the
Commission within the applicable time period prescribed for such filing by Rule 433 under the Securities Act; if the Issuer has elected to rely
upon Rule 462(b) under the Securities Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington,
D.C. time, on the date of this Agreement. No stop order suspending the effectiveness of the Registration Statement, as amended from time to
time, shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Issuer, shall be contemplated
by the Commission; no stop order suspending or preventing the use of the Pricing Prospectus, Prospectus or any Issuer Free Writing Prospectus
shall have been initiated or, to the knowledge of the Issuer, shall be contemplated by the Commission; all requests for additional information on
the part of the Commission shall have been complied with to your reasonable satisfaction; and no injunction, restraining order, or order of any
nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance of
the Units.
      (b) The Representative shall have received on the Closing Date and each Option Closing Date, if any, the opinions of LKP Global Law,
LLP, counsel for the Issuer dated the Closing Date or the Option Closing Date, if any, addressed to the Underwriters to the effect as set forth on
Schedule IV.
       (c) The Representative shall have received from Weinstein Smith LLP, counsel for the Underwriters, an opinion dated the Closing Date
and the Option Closing Date, if any, with respect to the formation of the Issuer, the validity of the Units and each Component Security and
other related matters as the Representative reasonably may request, and such counsel shall have received such papers and information as they
request to enable them to pass upon such matters. The Representative shall endeavor in good faith to obtain such opinion.
      (d) The Representative shall have received at or prior to the Closing Date from Law Offices of Joseph Krassy a memorandum or
summary, in form and substance satisfactory to the Representative, with respect to the qualification for offering and sale by the Underwriters of
the Units under the State securities or Blue Sky laws of such jurisdictions as the Representative may reasonably have designated to the Issuer.
The Representative shall endeavor in good faith to obtain such memorandum.
      (e) You shall have received, on each of the dates hereof, the Closing Date and the Option Closing Date, if any, a letter dated the date
hereof, the Closing Date or the Option
Closing Date, if any, in form and substance satisfactory to you, of KMJ Corbin & Company, LLP confirming that they are independent public
accountants within the meaning of the Securities Act and the applicable published Rules and Regulations thereunder and stating that in their
opinion the financial statements and schedules examined by them and included in the Registration Statement comply in form in all material
respects with the applicable accounting requirements of the Securities Act and the related published Rules and Regulations; and containing
such other statements and information as is ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial
statements and certain financial and statistical information contained in the Registration Statement and the Prospectus.
      (f) The Representative shall have received on the Closing Date and the Option Closing Date, if any, a certificate or certificates of the
Issuer’s Chief Executive Officer and Chief Financial Officer to the effect that, as of the Closing Date or the Option Closing Date, if any, each
of them severally represents as follows:
         (i) The Registration Statement has become effective under the Securities Act and, to the knowledge of such officer, no stop order
suspending the effectiveness of the Registrations Statement has been issued, and no proceedings for such purpose have been taken or are, to his
knowledge, contemplated by the Commission;
        (ii) The representations and warranties of the Issuer contained in Section 1 hereof are true and correct as of the Closing Date or the
Option Closing Date, if any;
         (iii) All filings required to have been made pursuant to Rules 424 or 430A under the Securities Act have been made;
         (iv) They have carefully examined the Registration Statement and the Prospectus and, to their knowledge, as of the effective date of
the Registration Statement and as of the Closing Date (or Option Closing Date, as applicable), such Registration Statement and Prospectus did
not contain any untrue statement of any material fact and did not omit to state a material fact required to be stated therein or necessary in order
to make the statements therein not misleading, and, to their knowledge, since the effective date of the Registration Statement, no event has
occurred which should have been set forth in a supplement to or an amendment of the Prospectus which has not been so set forth in such
supplement or amendment; and
          (v) Since the respective dates as of which information is given in the Disclosure Package, (1) there has not been any material adverse
change or any development involving a prospective change, which has had or is reasonably likely to have a Material Adverse Effect, whether
or not arising in the ordinary course of business; (2) neither the Issuer nor any of its subsidiaries shall have sustained any loss or interference
with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or contemplated in the Disclosure Package, and (3) there shall not have been
any change in the capital stock (other than issuances of capital stock in the ordinary course of business pursuant to the Issuer’s employee
benefit plans) or long-term debt of the Issuer or any of the Subsidiaries.
     (g) The Issuer shall have furnished to the Representative such further certificates and documents confirming the representations and
warranties, covenants and conditions contained herein and related matters as the Representative may reasonably have requested.
      (h) The Firm Securities and Option Securities, if any, shall have been approved for designation upon notice of issuance on Amex.
      (i) The Lockup Agreements described in Section 4(l) shall have been executed by the respective parties.
       The opinions and certificates mentioned in this Agreement shall be deemed to be in compliance with the provisions hereof only if they
are in all material respects reasonably satisfactory to the Representative and to Weinstein Smith LLP, counsel for the Underwriters.
       If any of the conditions hereinabove provided for in this Section shall not have been fulfilled when and as required by this Agreement to
be fulfilled, the obligations of the Underwriters hereunder may be terminated by the Representative.
      In such event, the Issuer and the Underwriters shall not be under any obligation to each other (except to the extent provided in Sections 5
and 8 hereof).
   7. CONDITIONS OF THE OBLIGATIONS OF THE ISSUER .
      The obligations of the Issuer to sell and deliver the portion of the Units required to be delivered as and when specified in this Agreement
are subject to the conditions that at the Closing Date or the Option Closing Date, if any, no stop order suspending the effectiveness of the
Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.
   8. INDEMNIFICATION .
      (a) The Issuer agrees:
          (i) to indemnify and hold harmless each Underwriter and each person, if any, who controls such Underwriter within the meaning of
Section 15 of the Securities Act, against any losses, claims, damages or liabilities to which such Underwriter or any such controlling person
may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in (A) the
Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any amendment or supplement thereto, (B) any
Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or
(ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not
misleading, or (iii) any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Units or the
offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage,
liability or action arising out of or based upon matters covered by clause (i) or (ii) above ( provided , however, that the Issuer shall not be liable
under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage,
liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross
negligence or willful misconduct); provided, however, that the Issuer will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission made in the
Registration Statement, any Preliminary Prospectus, Pricing Prospectus, the Prospectus, or such amendment or supplement, or any Issuer Free
Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in reliance upon
and in conformity with written information furnished to the Issuer by or through the Representative specifically for use in the preparation
thereof, such information being listed in Section 13 below.
           (ii) to reimburse each Underwriter and each such controlling person upon demand for any legal or other out-of-pocket expenses
reasonably incurred by such Underwriter or such controlling person in connection with investigating or defending any such loss, claim, damage
or liability, action or proceeding or in responding to a subpoena or governmental inquiry related to the offering of the Units, whether or not
such Underwriter or controlling person is a party to any action or proceeding. In the event that it is finally judicially determined that the
Underwriters were not entitled to receive payments for legal and other expenses pursuant to this subparagraph, the Underwriters will promptly
return all sums that had been advanced pursuant hereto.
       (b) Each Underwriter severally and not jointly will indemnify and hold harmless the Issuer, each of its directors, each of its officers who
have signed the Registration Statement and each person, if any, who controls the Issuer within the meaning of Section 15 of the Securities Act,
against any losses, claims, damages or liabilities to which the Issuer or any such director, officer, or controlling person may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise
out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any
Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any amendment or supplement thereto, or in any Issuer Free Writing
Prospectus (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances under which they were made; and will reimburse any legal or other expenses
reasonably incurred by the Issuer or any such director, officer, or controlling person in connection with investigating or defending any such
loss, claim, damage, liability, action or proceeding; provided, however, that each Underwriter will be liable in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission has been made in the Registration
Statement, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any amendment or supplement thereto, or in any Issuer Free
Writing Prospectus in reliance upon and in conformity with written
information furnished to the Issuer by or through the Representative specifically for use in the preparation thereof, such information being
listed in Section 13 below.
       (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to this Section, such person (the “indemnified party”) shall promptly notify the person against whom such
indemnity may be sought (the “indemnifying party”) in writing. No indemnification provided for in Section 8(a) or (b) shall be available to any
party who shall fail to give notice as provided in this Subsection if the party to whom notice was not given was unaware of the proceeding to
which such notice would have related and was materially prejudiced by the failure to give such notice. In case any such proceeding shall be
brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party and shall pay as incurred the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel at its own
expense. Notwithstanding the foregoing, the indemnifying party shall pay as incurred (or within 30 days of presentation) the fees and expenses
of the counsel retained by the indemnified party in the event (i) the indemnifying party and the indemnified party shall have mutually agreed to
the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential
differing interests between them or (iii) the indemnifying party shall have failed to assume the defense and employ counsel reasonably
acceptable to the indemnified party within a reasonable period of time after notice of commencement of the action.
        It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Such firm shall be designated in
writing by you in the case of parties indemnified pursuant to Section 8(a) and by the Issuer in the case of parties indemnified pursuant to
Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled
with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment. In addition, the indemnifying party will not, without the prior written
consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or
proceeding of which indemnification may be sought hereunder (whether or not any indemnified party is an actual or potential party to such
claim, action or proceeding) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from
all liability arising out of such claim, action or proceeding.
      (d) If the indemnification provided for in this Section is unavailable to or insufficient to hold harmless an indemnified party under
Section 8(a) or (b) above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions or proceedings
in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Issuer on the one hand and the
Underwriters on the other from the offering of the Units. If, however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Issuer on the one hand and the
Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, (or
actions or proceedings in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Issuer on
the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Issuer bear to the total underwriting discounts and commissions received by the Underwriters, in each case
as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Issuer on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
       The Issuer and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Subsection were determined
by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this Subsection. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above in this Subsection shall be
deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this Subsection, (i) no Underwriter shall be required to contribute any amount in excess
of the underwriting discounts and commissions applicable to the Units purchased by such Underwriter and (ii) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this Subsection to contribute are several in proportion to their
respective underwriting obligations and not joint.
      (e) In any proceeding relating to the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any
supplement or amendment thereto, or any Issuer Free Writing Prospectus, each party against whom contribution may be sought under this
Section hereby consents to the jurisdiction of any court having jurisdiction over any other contributing party, agrees that process issuing from
such court may be served upon him or it by any other contributing party and consents to the service of such process and agrees that any other
contributing party may join him or it as an additional defendant in any such proceeding in which such other contributing party is a party.
       (f) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under
this Section shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are
incurred. The indemnity and contribution agreements contained in this Section and the
representations and warranties of the Issuer set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Underwriter or any person controlling any Underwriter, the Issuer, its directors or officers or any
persons controlling the Issuer, (ii) acceptance of any Units and payment therefor hereunder, and (iii) any termination of this Agreement. A
successor to any Underwriter, or to the Issuer, its directors or officers, or any person controlling the Issuer, shall be entitled to the benefits of
the indemnity, contribution and reimbursement agreements contained in this Section.
   9. DEFAULT BY UNDERWRITERS .
       If on the Closing Date or the Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Units
which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Issuer),
you, as the Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other
Underwriters, or any others, to purchase from the Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Firm
Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36
hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Firm Securities or Option
Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Units
with respect to which such default shall occur does not exceed 10% of the Firm Securities or Option Securities, as the case may be, covered
hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Securities or Option Securities, as
the case may be, which they are obligated to purchase hereunder, to purchase the Firm Securities or Option Securities, as the case may be,
which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units of Firm Securities or Option
Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Firm Securities or Option Securities, as the
case may be, covered hereby, the Issuer or you as the Representative of the Underwriters will have the right to terminate this Agreement
without liability on the part of the non-defaulting Underwriters or of the Issuer except to the extent provided in Section 8 hereof. In the event of
a default by any Underwriter or Underwriters, as set forth in this Section, the Closing Date or Option Closing Date, if any, may be postponed
for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration
Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person
substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.
   10. NOTICES .
      All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, or faxed and
confirmed as follows:


     if to the Underwriters, to                          Chardan Capital Markets, LLC
                                                         17 State Street, Suite 1600
                                                         New York, NY 10004
                                                         Attention:
                                                         Fax: (646) 465-9039

     if to the Issuer, to
                                                         T3 Motion, Inc.
                                                         2990 Airway Avenue, Building A
                                                         Costa Mesa, CA 92626
                                                         Attention:      Ki Nam
                                                                         Chief Executive Officer
                                                         Fax: (714) 619-3616
   11. TERMINATION .
       (a) This Agreement may be terminated by you at any time prior to the Closing Date if any of the following has occurred: (i) since the
respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any
development involving a prospective change, which (A) in the reasonable discretion of any group of Underwriters (which may include Chardan
Capital Markets, LLC) that has agreed to purchase in the aggregate at least 50% of the Firm Securities, as long as Chardan Capital Markets,
LLC does not affirmatively assert that termination should not occur, or (B) in the reasonable discretion of Chardan Capital Markets, LLC
(whether or not the condition of clause (A) is satisfied) has had or is reasonably likely to have a Material Adverse Effect, (ii) any outbreak,
attack, or escalation of hostilities or declaration of war, national emergency, act of terrorism or other national or international calamity or crisis
or change in economic, financial or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or
change on the financial markets of the United States would, in (A) the reasonable discretion of any group of Underwriters (which may include
Chardan Capital Markets, LLC) that has agreed to purchase in the aggregate at least 50% of the Firm Securities, as long as Chardan Capital
Markets, LLC does not affirmatively assert that termination should not occur, or (B) in the reasonable discretion of Chardan Capital Markets,
LLC (whether or not the condition of clause (A) is satisfied), make it impracticable or inadvisable to market the Units or to enforce contracts
for the sale of the Units, or (iii) suspension of trading in securities generally on the New York Stock Exchange or the Amex or limitation on
prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (iv) the enactment, publication,
decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion
materially and adversely affects or is reasonably likely to materially and adversely affect the business or operations of the Issuer,
(v) declaration of a banking moratorium by United States or New York State authorities, (vi) the
suspension of trading of the Issuer’s common stock by the Amex, the Over the Counter Bulletin Board, the Commission, or any other
governmental authority or, (vii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which
in your reasonable opinion has a material adverse effect on the securities markets in the United States; or
      (b) as provided in Sections 6 and 9 of this Agreement.
   12. SUCCESSORS .
      This Agreement has been and is made solely for the benefit of the Issuer and Underwriters and their respective successors, executors,
administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right
or obligation hereunder. No purchaser of any of the Units from any Underwriter shall be deemed a successor or assign merely because of such
purchase.
   13. INFORMATION PROVIDED BY UNDERWRITERS .
      The Issuer and the Underwriters acknowledge and agree that the only information furnished or to be furnished by any Underwriter to the
Issuer for inclusion in any Preliminary Prospectus, Prospectus, Issuer Free Writing Prospectus or the Registration Statement consists of the
information under the caption “Underwriting and Plan of Distribution” in the Prospectus consisting of information regarding the identity of the
Underwriters, the discounts, commissions, fees and other agreements relating to the compensation of the Underwriters and the regulation of
overallotments, stabilization and penalty bids, including the information set forth in the last three paragraphs of in such section (i.e., the
“Underwriting and Plan of Distribution” portion of the Prospectus).
   14. RESEARCH INDEPENDENCE
       In addition, the Issuer acknowledges that the Underwriters’ research analysts and research departments are required to be independent
from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’
research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to the Issuer
and/or the offering that differ from the views of its investment bankers. The Issuer hereby waives and releases, to the fullest extent permitted by
law, any claims that the Issuer may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the
views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or
advice communicated to the Issuer by such Underwriters’ investment banking divisions. The Issuer acknowledges that each of the Underwriters
is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account
or the account of its customers and hold long or short position in debt or equity securities of the companies which may be the subject to the
transactions contemplated by this Agreement.
   15. NO FIDUCIARY DUTY
      Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances
previously or subsequently made by the underwriters, the Issuer acknowledges and agrees that:
      (a) nothing herein shall create a fiduciary or agency relationship between the Issuer and the Underwriters;
       (b) the Underwriters are not acting as advisors, expert or otherwise, to the Issuer in connection with this offering, sale of the Units or any
other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering
price of the Units;
      (c) the relationship between the Issuer and the Underwriters is entirely and solely commercial, based on arms-length negotiations;
       (d) any duties and obligations that the Underwriters may have to the Issuer shall be limited to those duties and obligations specifically
stated herein; and
       (e) notwithstanding anything in this Underwriting Agreement to the contrary, the Issuer acknowledges that the Underwriters may have
financial interests in the success of the Offering that are not limited to the difference between the price to the public and the purchase price paid
to the Issuer by the Underwriters for the Units and the Underwriters have no obligation to disclose, or account to the Issuer for, any of such
additional financial interests.
     The Issuer hereby waives and releases, to the fullest extent permitted by law, any claims that the Issuer may have against the
Underwriters with respect to any breach or alleged breach of fiduciary duty.
   16. MISCELLANEOUS .
       The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and
covenants in this Agreement shall remain in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation
made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Issuer or its directors or officers and
(c) delivery of and payment for the Units under this Agreement.
      This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
      This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Issuer and the
Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
     This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all
contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.
      This Agreement may only be amended or modified in writing, signed by all of the parties hereto, and no condition herein (express or
implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.


                                                   [ remainder of page intentionally blank ]
   If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates
hereof, whereupon it will become a binding agreement among the Issuer and the several Underwriters in accordance with its terms.

                                                                Very truly yours,


                                                                T3 MOTION, INC.

                                                                By
                                                                       Ki Nam
                                                                       Chief Executive Officer


The foregoing Underwriting Agreement is hereby confirmed
and accepted as of the date first above written.
CHARDAN CAPITAL MARKETS, LLC
As the Representative of the several
Underwriters listed on Schedule I
By: Chardan Capital Markets, LLC


By:

Name:

Title:
                                                                                                                                       Exhibit 4.1


                              VOID AFTER 5 P.M. EASTERN STANDARD TIME ON JANUARY __, 2012
                                    CLASS H WARRANTS TO PURCHASE COMMON STOCK


WH - ___                                                                                                                    _________ Warrants


                                                               T3 MOTION, INC.
                                                               CUSIP 89853X 116
THIS CERTIFIES THAT
_________________________________________________________________________________ or its registered assigns, is the registered
holder of the number of Class H Warrants (“Warrants”) set forth above. Each Warrant entitles the holder thereof to purchase from T3 Motion,
Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), subject to the terms and conditions set forth
hereinafter and in the Warrant Agency Agreement, hereinafter more fully described (the “Warrant Agreement”), at any time on or after
_________, 2011 [90 DAYS FROM THE DATE OF ISSUANCE] and before the close of business on January __, 2012 (“Expiration Date”),
one fully paid and non-assessable share of Common Stock of the Company (“Common Stock”) upon presentation and surrender of this Warrant
Certificate, with the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office in Frisco, Texas, of
Securities Transfer Corporation, Warrant Agent of the Company (“Warrant Agent”), or of its successor warrant agent or, if there be no
successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant
Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of
America to the order of the Company. Each Warrant initially entitles the holder to purchase one share of Common Stock for $_________. The
number and kind of securities or other property for which the Warrants are exercisable are subject to adjustment in certain events, such as
mergers, splits, stock dividends and the like, to prevent dilution. All Warrants not theretofore exercised will expire on the Expiration Date. This
Warrant is redeemable by the Company under certain circumstances upon 30 days’ prior written notice, as set forth in the Warrant Agreement.
This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agency Agreement, dated as of April __, 2011,
between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate
consents by acceptance hereof. This Warrant Certificate is redeemable upon certain circumstances set forth in the Warrant Agreement. The
Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full
description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the
Warrant Certificates. If there is a conflict between the terms of this Warrant Certificate and the Warrant Agreement, the terms of the Warrant
Agreement shall control. The Warrant Agreement, and in turn, this Warrant Certificate, may be amended in certain circumstances upon the
execution of such amendment by the Warrant Agent and the Company or upon other circumstances, upon the execution of such amendment by
the Warrant Agent, the Company and the holders of a majority of shares of Common Stock underlying all then outstanding Class H Warrants.
Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained

                                                                         1
upon written request addressed to the Company at T3 Motion, Inc., 2990 Airway Avenue, Building A, Costa Mesa, CA 92626, Attention:
Corporate Secretary.
The Company shall not be required upon the exercise of the Warrants evidenced by this Warrant Certificate to issue fractions of Warrants,
Common Stock or other securities, but shall round such fraction as provided in the Warrant Agreement. In certain cases, the sale of securities
by the Company upon exercise of Warrants would violate the securities laws of the United States, certain states thereof or other jurisdictions.
The Company will use commercially reasonable efforts to cause a registration statement to continue to be effective during the term of the
Warrants with respect to such sales under the Securities Act of 1933, and to take such action under the laws of various states as may be
required to cause the sale of securities upon exercise to be lawful. However, the Company will not be required to honor the exercise of
Warrants if, in the opinion of the Board of Directors, upon advice of counsel, the sale of securities upon such exercise would be unlawful. This
Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of
any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates
evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered. If the Warrants evidenced
by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant
Certificate or Certificates evidencing the number of Warrants not so exercised. No holder of this Warrant Certificate, as such, shall be entitled
to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable
on the exercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon
the holder of this Warrant Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof or give or withhold consent to any corporate action (whether
upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of
stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or to receive
notice of meetings or other actions affecting stockholders (except as provided in the Warrant Agreement) or to receive dividends or
subscription rights or otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock
purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement.
If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common
Stock or other class of stock purchasable upon the exercise of the Warrants evidenced by this Warrant Certificate are closed for any purpose,
the Company shall not be required to make delivery of certificates for shares purchasable upon such transfer until the date of the reopening of
said transfer books.
Every holder of this Warrant Certificate by accepting the same, consents and agrees with the Company, the Warrant Agent, and with every
other holder of a Warrant Certificate that:
  (a) this Warrant Certificate is transferable on the registry books of the Warrant Agent only upon the terms and conditions set forth in the
Warrant Agreement, and

                                                                        2
    (b) the Company and the Warrant Agent may deem and treat the person in whose name this Warrant Certificate is registered as the absolute
owner hereof (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant
Agent) for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The
Company shall not be required to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of Warrants
evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by the holder of this Warrant Certificate pursuant
to the Warrant Agreement shall have been paid, such tax being payable by the holder of this Warrant Certificate at the time of surrender.
This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent.


                                      (Remainder of page intentionally left blank; signature page follows)

                                                                        3
  WITNESS the facsimile signatures of the proper officers of the Company and its corporate seal.
Dated: _________

                                                          T3 MOTION, INC.

                                                          By:
                                                                 Name:
                                                                 Title:     President and Chief Executive Officer

                                                                 Attest:
                                                                            Secretary

Countersigned:

By:
         Authorized Officer



                                                                     4
                                                                                                                                       Exhibit 4.2


                                 VOID AFTER 5 P.M. EASTERN STANDARD TIME ON APRIL__, 2016
                                     CLASS I WARRANTS TO PURCHASE COMMON STOCK

WI — ___                                                                                                                     _________ Warrants


                                                               T3 MOTION, INC.
                                                               CUSIP 89853X 124
THIS CERTIFIES THAT ____________________________________ or its registered assigns, is the registered holder of the number of
Class I Warrants (“Warrants”) set forth above. Each Warrant entitles the holder thereof to purchase from T3 Motion, Inc., a corporation
incorporated under the laws of the State of Delaware (the “Company”), subject to the terms and conditions set forth hereinafter and in the
Warrant Agency Agreement, hereinafter more fully described (the “Warrant Agreement”), at any time on or after _________, 2011 [90 DAYS
FROM THE DATE OF ISSUANCE] and before the close of business on April __, 2016 (“Expiration Date”), one fully paid and
non-assessable share of Common Stock of the Company (“Common Stock”) upon presentation and surrender of this Warrant Certificate, with
the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office in Frisco, Texas, of Securities Transfer
Corporation, Warrant Agent of the Company (“Warrant Agent”), or of its successor warrant agent or, if there be no successor warrant agent, at
the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes
paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the
Company. Each Warrant initially entitles the holder to purchase one share of Common Stock for $ . The number and kind of securities or other
property for which the Warrants are exercisable are subject to adjustment in certain events, such as mergers, splits, stock dividends and the like,
to prevent dilution. All Warrants not theretofore exercised will expire on the Expiration Date.
This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agency Agreement, dated as of April __, 2011,
between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate
consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the
Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the
Company and the holders of the Warrant Certificates. If there is a conflict between the terms of this Warrant Certificate and the Warrant
Agreement, the terms of the Warrant Agreement shall control. The Warrant Agreement, and in turn, this Warrant Certificate, may be amended
in certain circumstances upon the execution of such amendment by the Warrant Agent and the Company or upon other circumstances, upon the
execution of such amendment by the Warrant Agent, the Company and the holders of a majority of shares of Common Stock underlying all
then outstanding Class I Warrants. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant
Agent or may be obtained upon written request addressed to the Company at T3 Motion, Inc., 2990 Airway Avenue, Building A, Costa Mesa,
CA 92626, Attention: Corporate Secretary.
The Company shall not be required upon the exercise of the Warrants evidenced by this Warrant Certificate to issue fractions of Warrants,
Common Stock or other securities, but shall round such fraction as provided in the Warrant Agreement. In certain cases, the sale of securities
by the Company upon exercise of Warrants would violate the securities laws of the United States, certain states thereof or other jurisdictions.
The Company will use commercially reasonable efforts to cause a registration statement to continue to be effective during the term of the
Warrants with respect to such sales under the Securities Act of 1933, and to take such action under the laws of various states as may be
required to cause the sale of securities upon exercise to be lawful. However, the Company will not be required to honor the exercise of
Warrants if, in the opinion of the Board of Directors, upon advice of counsel, the sale of securities upon such exercise would be unlawful. This
Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of
any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates
evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered. If the Warrants evidenced
by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant
Certificate or Certificates evidencing the number of Warrants not so exercised. No holder of this Warrant Certificate, as such, shall be entitled
to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable
on the exercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon
the holder of this Warrant Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof or give or withhold consent to any corporate action (whether
upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of
stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or to receive
notice of meetings or other actions affecting stockholders (except as provided in the Warrant Agreement) or to receive dividends or
subscription rights or otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock
purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement.
If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common
Stock or other class of stock purchasable upon the exercise of the Warrants evidenced by this Warrant Certificate are closed for any purpose,
the Company shall not be required to make delivery of certificates for shares purchasable upon such transfer until the date of the reopening of
said transfer books.
Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, and with every other
holder of a Warrant Certificate that:
  (a) this Warrant Certificate is transferable on the registry books of the Warrant Agent only upon the terms and conditions set forth in the
Warrant Agreement, and
  (b) the Company and the Warrant Agent may deem and treat the person in whose name this Warrant Certificate is registered as the absolute
owner hereof (notwithstanding any notation
of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes whatsoever and neither
the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Company shall not be required to issue or deliver any
certificate for shares of Common Stock or other securities upon the exercise of Warrants evidenced by this Warrant Certificate until any tax
which may be payable in respect thereof by the holder of this Warrant Certificate pursuant to the Warrant Agreement shall have been paid, such
tax being payable by the holder of this Warrant Certificate at the time of surrender. This Warrant Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Warrant Agent.


                                      (Remainder of page intentionally left blank; signature page follows)
  WITNESS the facsimile signatures of the proper officers of the Company and its corporate seal.
Dated: _________

                                                         T3 MOTION, INC.

                                                         By:
                                                                Name:
                                                                Title:       President and Chief Executive Officer

                                                                Attest:

                                                                             Secretary
Countersigned:
By:

  Authorized Officer
                                                                                                                                        Exhibit 4.3

                                                [ FORM OF SHARE PURCHASE OPTION ]
The registered Holder of this Purchase Option, by its acceptance hereof, agrees that for a period of 180 days after the issuance date of this
Purchase Option (which shall not be earlier than the closing date of the offering pursuant to which this Purchase Option is being issued), in
compliance with FINRA Rule 5110(g), neither this Purchase Option nor any shares of common stock issued upon exercise of this Purchase
Option shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call
transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately
following the date of effectiveness or commencement of sales of the offering pursuant to which this Purchase Option is being issued, except the
transfer of any security:
(i)     by operation of law or by reason of reorganization of the Company;

(ii)    to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain
        subject to the lock-up restriction in Section 3.1 hereof for the remainder of the time period;

(iii)   if the aggregate amount of securities of the Company held by the Holder or related person do not exceed 1% of the securities being
        offered;

(iv)    that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member
        manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the
        equity in the fund; or

(v)     the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in Section 3.1 hereof for
        the remainder of the time period.
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO [ ONE YEAR FROM THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT ], ASSUMING THE SECURITIES UNDERLYING THIS PURCHASE OPTION ARE COVERED BY
AN EFFECTIVE REGISTRATION STATEMENT AND A CURRENT PROSPECTUS IS AVAILABLE OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IS AVAILABLE (AS DESCRIBED MORE FULLY IN THE
COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M.
EASTERN TIME,                 , 2016 [ FIVE YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT ].


                                                         SHARE PURCHASE OPTION
                                                           FOR THE PURCHASE OF
                                       [ 5% OF THE UNITS SOLD ] SHARES of COMMON STOCK
                                                                        OF
                                                               T3 MOTION, INC.
1. Purchase Option .
THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of [CHARDAN CAPITAL MARKETS, LLC] (the “ Initial
Holder ”), as registered owner of this Share Purchase Option (this “ Purchase Option ”), to T3 MOTION, INC. (the “ Company ”), the Initial
Holder is entitled, at any time or from time to time commencing on ____________ __, 2012 [ one year from the effective date of the
registration statement ] (the “ Commencement Date ”), and at or before 5:00 p.m., Eastern Time, on ____________ __, 2016 (the “
Expiration Date ”), which is five years from the effective date (the “ Effective Date ”) of the registration statement on Form S-1 (File
No. 333-171163) (the “ Registration

                                                                         1
Statement ”) pursuant to which the Units (as defined below) are offered for sale to the public (the “ Offering ”), but not thereafter, to subscribe
for, purchase and receive, in whole or in part, up to [ • ] [5 % of the Units sold ] shares of Common Stock (the “Shares ”) of the Company, par
value $0.001 per share (the “ Common Stock ”), If the Expiration Date is not a Business Day (as defined below), then this Purchase Option
may be exercised on the next succeeding Business Day in accordance with the terms herein. During the period ending on the Expiration Date,
the Company agrees not to take any action that would terminate the Purchase Option, except to the extent such termination is contemplated or
allowable in accordance with Section 6 hereof. This Purchase Option is initially exercisable at $[ • ] per Share so purchased [ 125% of the
public offering price per Unit ]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights
granted by this Purchase Option, including the exercise price per Share to be received upon such exercise, shall be adjusted as therein specified.
The term “ Exercise Price ” shall mean the initial exercise price or the adjusted exercise price, depending on the context.
The term “ Holder ” shall mean, as of any date, the Initial Holder and/or any transferee who acquires this Purchase Option (in whole or in part)
in accordance with Section 3.1 hereof.
The term “ Business Day ” shall mean any day, except a Saturday, Sunday or legal holiday on which the banking institutions in the State of
New York are authorized or obligated by law or executive order to close.
2. Exercise .
2.1 Exercise Form . In order to exercise this Purchase Option, the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Option and payment of the Exercise Price for the Shares being purchased (payable in
cash or by certified check or official bank check). If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m.,
Eastern time, on the Expiration Date, this Purchase Option shall become null and void, without further force or effect, and all rights represented
hereby shall cease and expire.
2.2 Legend . Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities are
covered by an effective registration statement under the Securities Act of 1933, as amended (“ Act ”):
“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“ Act ”), or applicable
state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under
the Act, or pursuant to an exemption from registration under the Act and applicable state law.”
2.3 Cashless Exercise .
2.3.1 Determination of Amount . If at the time of exercise of this Purchase Option, there is no effective registration statement registering, or the
prospectus contained therein is not available for the issuance of, the Common Stock and Warrants to the Holder without a restrictive legend and
all of the shares of Common Stock underlying the Warrants are not then registered for resale by Holder on an effective registration statement
for use on a continuous basis (or the prospectus contained therein is not available for use), then, to the extent permitted by applicable federal
and state securities laws, in lieu of the payment of the Exercise Price multiplied by the number of Shares for which this Purchase Option is
exercisable and in lieu of being entitled to receive Shares in the manner required by Section 2.1, the Holder shall have the right (but not the
obligation) to convert any exercisable but unexercised portion of this Purchase Option into Shares (the “ Conversion Right ”) as follows: upon
exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash)
that number of Shares equal to the quotient obtained by dividing (x) the “Value” (as defined below) of the portion of this Purchase Option
being converted by (y) the “Current Market Value” (as defined below) of the portion of the Purchase Option being converted. The “Value” of
the portion of this

                                                                         2
Purchase Option being converted shall equal the remainder derived from subtracting (a) the product of (i) the Exercise Price multiplied by
(ii) the number of Shares underlying the portion of this Purchase Option being converted from (b) the product of (i) Current Market Value of a
Share multiplied by (ii) the number of Shares underlying the portion of this Purchase Option being converted. The “Current Market Value” of a
Share at any day shall mean the Current Market Price of the Common Stock. The “Current Market Price” shall mean: (i) if the Common Stock
is listed on a national securities exchange (including, without limitation, the NYSE Amex and the Nasdaq Stock Market) or quoted on the OTC
Bulletin Board (or any successor electronic inter-dealer quotation system), the average closing price of the Common Stock for the thirty
(30) trading days immediately preceding the date of determination of the Current Market Price in the principal trading market for the Common
Stock as reported by the exchange or the quotation system, as the case may be; (ii) if the Common Stock is not listed on a national securities
exchange or quoted on OTC Bulletin Board (or any successor electronic inter-dealer quotation system), but is traded in the residual
over-the-counter market such as Pink OTC Markets, Inc., the closing bid price for the Common Stock on the last trading day preceding the date
in question for which such quotations are reported by Pink OTC Markets, Inc. or similar publisher of such quotations; and (iii) if the fair market
value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, then such price as the Board of Directors of the Company
shall determine, in good faith.
2.3.2 Mechanics of Cashless Exercise . The Conversion Right described in this Section 2.3 may be exercised by the Holder on any Business
Day on or after the Commencement Date and not later than the Expiration Date by delivering this Purchase Option, with the duly executed
exercise form attached hereto and with the cashless exercise section completed, specifying the total number of Shares the Holder will purchase
pursuant to such Conversion Right, to the Company.
2.4 No Obligation to Net Cash Settle . In no event will the Company be obligated to pay the registered Holder of the Purchase Option any cash
or otherwise “net cash settle” the Purchase Option.
2.5 .
3. Transfer .
3.1 General Restrictions . The registered Holder of this Purchase Option, by its acceptance hereof, agrees that for a period of 180 days after the
issuance date of this Purchase Option (which shall not be earlier than the closing date of the offering pursuant to which this Purchase Option is
being issued), in compliance with FINRA Rule 5110(g), neither this Purchase Option nor any Shares issued upon exercise of this Purchase
Option shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call
transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately
following the date of effectiveness or commencement of sales of the offering pursuant to which this Purchase Option is being issued, except the
transfer of any security:
   (i)      by operation of law or by reason of reorganization of the Company;

   (ii)     to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain
            subject to the lock-up restriction in this Section 3.1 for the remainder of the time period;

   (iii)    if the aggregate amount of securities of the Company held by the Holder or related person do not exceed 1% of the securities being
            offered;

   (iv)     that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member
            manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of
            the equity in the fund; or

   (v)      the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section 3.1 for
            the remainder of the time period.

                                                                          3
On and after the 180 day anniversary of the Effective Date, this Purchase Option may be sold, transferred, assigned, pledged, hypothecated or
otherwise disposed of, in whole or in part, subject to compliance with applicable securities laws. In order to make any permitted assignment,
the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Option
and payment of all transfer taxes, if any, payable in connection therewith. The Company shall, within three (3) Business Days following receipt
thereof, transfer this Purchase Option on the books of the Company and shall execute and deliver a new Purchase Option or Purchase Options
of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or
such portion of such number as shall be contemplated by any such assignment.
3.2 Restrictions Imposed by the Act . The securities evidenced by this Purchase Option shall not be transferred unless and until (a) the
Company has received a written opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from
registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the
Company or (b) a new registration statement or a post-effective amendment to the Registration Statement relating to such securities has been
filed by the Company and declared effective by the Securities and Exchange Commission (the “ Commission ”), a current prospectus is
available and compliance with applicable state securities laws has been established.
4. New Purchase Options to be Issued .
4.1 Partial Exercise or Transfer . Subject to the restrictions in Section 3 hereof, this Purchase Option may be exercised or assigned in whole or
in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Option for cancellation, together with the
duly executed exercise or assignment form and funds sufficient to pay any Exercise Price (except to the extent the Holder elects to exercise this
Purchase Option by means of a cashless exercise as provided by Section 2.3 above) and/or transfer tax, the Company shall cause to be
delivered to the Holder without charge a new Purchase Option of like tenor to this Purchase Option in the name of the Holder evidencing the
right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Option has not been exercised or
assigned. In addition, the Company shall cause to be delivered to any Permitted Transferee without charge a new Purchase Option of like tenor
to this Purchase Option in the name of such transferee evidencing the right of such transferee to purchase the number of Shares purchasable
hereunder as to which this Purchase Option has been transferred to such transferee.
4.2 Lost Certificate . Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase
Option and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Option
of like tenor and date. Any such new Purchase Option executed and delivered as a result of such loss, theft, mutilation or destruction shall
constitute a substitute contractual obligation on the part of the Company.
5. Registration Rights .
5.1 General . As used in this Section 5, the term “ Registrable Securities ” means the securities underlying this Purchase Option and any other
Purchase Options for Shares issued pursuant to any transfer request by the Initial Holder for the transfer of the Purchase Option for Shares
originally issued to the Initial Holder on [____________] [ the effective date] in connection with the Offering (collectively with this Purchase
Option, the “ Purchase Options ”), including the Shares; provided, that, any such securities shall cease to be Registrable Securities when: (a) a
registration statement with respect to the sale of such securities shall have become effective under the Act and such securities shall have been
sold, transferred, disposed of or exchanged in accordance with such registration statement; (b) such securities shall have been transferred
pursuant to Rule 144 of the Act (or any similar rule or regulation then in force), new certificates for them not bearing a legend restricting
further transfer shall have been delivered by the Company and they may be publicly resold without volume or method of sale restrictions
without registration under the Securities Act; (c) such securities may be sold under Rule 144 by the Holder

                                                                         4
without volume limitation restrictions; or (d) such securities shall have ceased to be outstanding. A “majority” of the Registrable Securities
shall be calculated by assuming that any outstanding Purchase Options are exercised for Shares in accordance with the terms of such Purchase
Options.
5.2 Demand Registration .
5.2.1 Grant of Right . At any one time (and not more than one time) during the five year period following the Effective Date, if a prospectus
relating to the Registrable Securities is not then available, the Holders of at least 51% of the Registrable Securities (“ Majority Holders ”) may
make a written demand for registration under the Act of all or part of their Registrable Securities (a “ Demand Registration ”). Any request for
a Demand Registration (a “ Demand Request ”) shall specify the number and type of Registrable Securities proposed to be sold and the
intended method(s) of distribution thereof. The Company will notify all Holders of Registrable Securities of the demand, and any Holder of
Registrable Securities who wishes to include all or a portion of such Holder’s Registrable Securities in the Demand Registration shall so notify
the Company within fifteen (15) Business Days following delivery of the notice from the Company (such Holders who timely deliver notice
together with the Majority Holders, the “ Demanding Holders ”). The Company will then use its reasonable best efforts (a) to prepare and file
within sixty (60) days a new registration statement or a post-effective amendment to the Registration Statement covering the resale of the
Registrable Securities which the Demanding Holders have requested to be registered and (b) to cause such registration statement to be declared
effective as soon as possible thereafter, subject to Section 5.2.4.
5.2.2 Terms . The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the reasonable fees
and expenses of one legal counsel selected by the Majority Holders to represent them in connection with the sale of the Registrable Securities,
except that the Company shall not be required to pay any underwriting commissions (which commissions, if any, shall be borne by the
Demanding Holders participating in the registration). The Company agrees to use its reasonable best efforts to qualify or register the
Registrable Securities in such States as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the
Company be required to register the Registrable Securities in a State in which such registration would cause (a) the Company to be obligated to
qualify to do business in such State or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or
(b) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall use
its reasonable best efforts to cause any registration statement or post-effective amendment filed pursuant to the demand rights granted under
Section 5.2.1 to remain effective for a period of twelve consecutive months from the effective date of such registration statement or
post-effective amendment, plus any period during which disposition of securities thereunder is interfered with by any stop order or injunction
of the Commission or any governmental agency or court.
5.2.3 Effective Registration . A registration will not count as a Demand Registration until the registration statement filed with the Commission
with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this
Agreement with respect thereto; provided, however, that if, after such registration statement has been declared effective, the offering of
Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other
governmental agency or court, the registration statement with respect to such Demand Registration will be deemed not to have been declared
effective unless and until (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the
Demanding Holders thereafter elect to continue the offering.
5.2.4 Withdrawal . If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include
all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering
by giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to the effectiveness of the
registration statement filed with the Commission with respect to such Demand

                                                                         5
Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then
the Company shall cease all efforts to secure such registration, and such registration shall not count as a Demand Registration provided for in
Section 5.2.
5.2.5 Permitted Delays . The Company shall be entitled to postpone, for up to sixty (60) days from the date of receipt of a Demand Request
(which shall be in addition to the sixty (60) days for filing provided for in Section 5.2.1), the filing of any registration statement under this
Section 5.2, if (a) at any time prior to the filing of such registration statement the Company’s Board of Directors determines, in its good faith
business judgment, that such registration and offering would materially and adversely affect any financing, acquisition, corporate
reorganization, or other material transaction involving the Company, and (b) the Company delivers to the Demanding Holders written notice
thereof within five (5) business days from the date of receipt of a Demand Request; provided, that the Company may not exercise this
postponement right more than once during any twelve-month period.
5.3 “Piggy-Back” Registration .
5.3.1 Grant of Right . If at any time during the second through sixth years following the Effective Date and while a prospectus relating to the
Registrable Securities is not available, the Company proposes to file a registration statement under the Act with respect to an offering of equity
securities, or securities exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for
securityholders of the Company for their accounts (or by the Company and by securityholders of the Company including, without limitation,
pursuant to Section 5.2.1), other than (A) a registration of securities relating solely to an offering and sale to employees or directors of the
Company pursuant to any employee stock plan or other employee benefit plan arrangement, (B) a registration on Form S-4 or S-8 or any
successor form to such forms, (C) an exchange offer or offering of securities solely to the Company’s existing stockholders, (D) an offering of
debt that is convertible into equity securities, (E) a dividend reinvestment plan, or (F) solely in connection with a merger, consolidation or
non-capital raising bona fide business transaction, then the Company shall (i) give written notice of such proposed filing to the holders of
Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall
describe the amount and type of securities to be included in such offering, the intended method(s) of distribution and the name of the proposed
managing underwriter or underwriters, if any, of the offering, and (ii) offer to the holders of Registrable Securities in such notice the
opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days
following receipt of such notice (a “ Piggy-Back Registration ”). The Company shall cause such Registrable Securities to be included in such
registration and shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any
similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended
method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back
Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or
underwriters selected for such Piggy-Back Registration.
5.3.2 Terms . The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the reasonable fees
and expenses of any legal counsel selected by a majority-in-interest of the Holders requesting inclusion of securities pursuant to Section 5.3 to
represent them in connection with the sale of the Registrable Securities, but the Holders shall pay any and all underwriting commissions. The
Company agrees to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by
the majority-in-interest of the Holder(s); provided, however, that in no event shall the Company be required to register the Registrable
Securities in a State in which such registration would cause (a) the Company to be obligated to qualify to do business in such state, or would
subject the Company to taxation as a foreign corporation doing business in such

                                                                          6
jurisdiction or (b) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The
Company shall use its commercially reasonable efforts to cause any registration statement or post-effective amendment filed pursuant to the
“piggyback” rights granted under Section 5.3 to remain effective for a period of nine consecutive months from the effective date of such
registration statement or post-effective amendment.
5.3.3 Underwritten Offerings . If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering
advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of securities which the Company
desires to sell, taken together with the securities, if any, as to which registration has been demanded pursuant to written contractual
arrangements with persons other than the holders of Registrable Securities and the Registrable Securities as to which registration has been
requested under Section 5.3, exceeds the Maximum Number of Securities, then the Company shall include in any such registration:
(a) If the registration is undertaken for the Company’s account: (A) first, securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (A), Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual
piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Securities; and
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), securities for the
account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such
persons and that can be sold without exceeding the Maximum Number of Securities; and
(b) If the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable Securities,
(A) first, securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), securities that the
Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A) and (B), Registrable Securities, as to which registration has been
requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold
without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (A), (B) and (C), securities for the account of other persons that the Company is obligated to register
pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number
of Securities.
5.3.4 Maintenance of Priority . So long as there are Registrable Securities hereunder, the Company shall not grant to any person piggy-back
rights superior to or on parity with the rights of the Holders of Registrable Securities hereunder if a prospectus relating to the Registrable
Securities is not then available.
5.3.5 Withdrawal . Any Holder of Registrable Securities may elect to withdraw such Holder’s request for inclusion of Registrable Securities in
any Piggy-Back Registration by giving written notice to the Company of such request to withdraw at least five (5) Business Days prior to the
effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred in connection
with the withdrawn registration statement in accordance with Section 5.3.2 above.
5.4 General Terms .
5.4.1 Indemnification . The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration
statement hereunder and each person, if any, who controls any such Holder within the meaning of Section 15 of the Act or Section 20(a) of the
Securities Exchange Act of 1934, as amended (“ Exchange Act ”), against any loss, claim, damage, expense or liability (including all

                                                                         7
reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against litigation, commenced or
threatened, or any claim whatsoever whether arising out of any action between the underwriter and the Company or between the underwriter
and any third party or otherwise) to which any of them may become subject under the Act, the Exchange Act or otherwise, based upon such
registration statement, but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to
indemnify the Initial Holder contained in Section 8 of the Underwriting Agreement (the “ Underwriting Agreement ”) among the Company and
the Initial Holder, as Representatives, dated the [Effective Date], pursuant to which the Company has agreed to indemnify the Initial Holder.
The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally,
and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act, against any loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against litigation, commenced or threatened, or
any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by
or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement to the same extent
and with the same effect as the provisions contained in Section 7 of the Underwriting Agreement, pursuant to which the underwriters have
agreed to indemnify the Company.
5.4.2 Exercise of Purchase Options . Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise this
Purchase Option or Warrants underlying this Purchase Option prior to or after the initial filing of any registration statement or the effectiveness
thereof.
5.4.3 Documents Delivered to Holders . In case of an underwritten offering which includes Registrable Securities pursuant to the terms hereof,
the Company shall furnish, or cause to be furnished, to the Initial Holder, as representative of the Holders participating in the offering, (i) an
opinion of counsel substantially in the form furnished to the underwriter or underwriters and (ii) a comfort letter from the Company’s
independent public accountants substantially in the form furnished to the underwriter or underwriters; provided, that, comfort letters are at the
time being customarily furnished by independent public accountants to selling securityholders in similar circumstances. The Company shall
deliver promptly to the Initial Holder, as representative of the Holders participating in the offering, copies of all correspondence between the
Commission, on the one hand, and the Company, its counsel and/or auditors, on the other hand, and permit the Initial Holder, as representative
of the Holders participating in the offering, to do such investigation, upon reasonable advance notice, with respect to information contained in
or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the Financial
Industry Regulatory Authority. Such investigation shall include access to books, records and properties and opportunities to discuss the
business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as
the Initial Holder, as representative of the Holders participating in the offering, shall reasonably request. The Company shall not be required to
disclose any confidential information or other records to the Initial Holder, as representative of the Holders participating in the offering, or to
any other person, until and unless such persons shall have entered into reasonable confidentiality agreements (in form and substance reasonably
satisfactory to the Company) with the Company with respect thereto.
5.4.4 Underwriting Agreement . If an underwritten offering is requested pursuant to Section 5.2.4, the Company shall enter into an
underwriting agreement with the managing underwriter(s), if any, selected by any Holders pursuant to Section 5.2.4 or Section 5.3.3, which
managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance
to the Company, each participating Holder and such managing underwriter(s), and shall contain such representations, warranties and covenants
by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The
participating Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and

                                                                         8
shall agree to such covenants and indemnification and contribution obligations of selling stockholders as are customarily contained in
agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise
cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include Registrable
Securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the
Registrable Securities.
5.4.5 Obligation to Suspend Distribution . The Holder agrees, that upon receipt of any notice from the Company of the happening of any event
as a result of which the prospectus included in any registration statement covering Registrable Securities, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant
to the Registration Statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemental or amended
prospectus, and, if so desired by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and
deliver to the Company a certificate of such destruction) all copies, other than permanent file copies then in such Holder’s possession, of the
prospectus covering such Registrable Securities at the time of receipt of such notice.
6. Adjustments .
6.1 Adjustments to Exercise Price and Number of Securities . The Exercise Price and the number of securities underlying the Purchase Option
shall be subject to adjustment from time to time as hereinafter set forth:
6.1.1 Stock Dividends — Split-Ups . If after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in Common Stock or by a split-up of Common Stock or other similar event,
then, on the effective date thereof, the number of shares of Common Stock purchasable hereunder shall be increased in proportion to such
increase in outstanding shares. For example, if the Company declares a two-for-one stock dividend and, at the time of such dividend, this
Purchase Option entitles the holder to purchase one Share at a price of $[ • ], upon effectiveness of the dividend, this Purchase Option will be
adjusted to allow for the purchase of one Share at $[ • ] per Share, each Option entitling the Holder to receive two shares of Common Stock.
6.1.2 Aggregation of Shares . If after the date hereof, and subject to the provisions of Section 6.3, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination or reclassification of Common Stock or other similar event, then, on the effective date
thereof, the number of shares of Common Stock purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares
and the exercise price shall proportionately increase..
6.1.3 Replacement of Securities upon Reorganization, etc . In the case of any reclassification or reorganization of the outstanding Common
Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or one that solely affects the par value of such Common Stock, or in the case
of any merger or consolidation of the Company with or into another corporation other than a consolidation or merger in which the Company is
the continuing corporation and which does not result in any reclassification or reorganization of the outstanding Common Stock, or in the case
of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the Holder of this Purchase Option shall have the right thereafter (until the expiration of the
right of exercise of this Purchase Option) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder
immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution following any such

                                                                          9
sale or transfer, by a holder of the number of shares of Common Stock of the Company obtainable upon exercise of this Purchase Option
immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 6.1.1 or
6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall
similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
6.1.4 Changes in Form of Purchase Option . This form of Purchase Option need not be changed because of any change pursuant to this Section,
and Purchase Options issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase
Options initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Options reflecting a
required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the
computation thereof.
6.1.5
6.2 Substitute Purchase Option . In the case of any consolidation of the Company with, or merger of the Company with, or merger of the
Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the
outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a supplemental
Purchase Option providing that the holder of each Purchase Option then outstanding or to be outstanding shall have the right thereafter (until
the stated expiration of such Purchase Option) to receive, upon exercise of such Purchase Option, the kind and amount of shares of stock and
other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the
Company for which such Purchase Option might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such
supplemental Purchase Option shall provide for adjustments which shall be identical to the adjustments provided in Section 6. The above
provision of this Section shall similarly apply to successive consolidations or mergers.
6.3 Elimination of Fractional Interests . The Company shall not be required to issue certificates representing fractions of shares of Common
Stock upon the exercise of this Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the
intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down to the nearest whole number of shares
or other securities, properties or rights.
6.4 Limitations on Monetary Damages . In no event shall the registered holder of this Purchase Option be entitled to receive any monetary
damages if the securities underlying this Purchase Option have not been registered by the Company pursuant to an effective registration
statement or a current prospectus is not available, provided the Company has fulfilled its obligation to use reasonable best efforts to effect such
registration and to make such prospectus available.
7. Reservation and Listing . The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for
the purpose of issuance upon exercise of this Purchase Option, such number of shares or other securities, properties or rights as shall be
issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Purchase Option and payment of the Exercise
Price therefor, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid and
non-assessable. As long as this Purchase Option shall be outstanding, the Company shall use its reasonable best efforts to cause all shares of
Common Stock issuable upon exercise of this Purchase Option to be listed (subject to official notice of issuance) on all securities exchanges on
which the shares of common stock issued in connection with the Offering may then be listed and/or quoted.
8. Certain Notice Requirements .
8.1 Holder’s Right to Receive Notice . Nothing herein shall be construed as conferring upon the Holder the right to vote or consent as a
stockholder for the election of directors or any other matter, or as

                                                                          10
having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this Purchase Option and its
exercise, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of
such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the
stockholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books,
as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other
stockholders of the Company at the same time and in the same manner that such notice is given to the stockholders.
8.2 Events Requiring Notice . The Company shall be required to give the notice described in Section 8.1 upon the following events: (a) the
Company shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, (b) the Company shall take a
record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution payable other than in cash, or a
cash dividend or distribution payable other than out of retained earnings, as indicated by the accounting treatment of such dividend or
distribution on the books of the Company, or (c) the dissolution, liquidation or winding up of the Company (other than in connection with a
consolidation or merger) or a sale of all or substantially all of its property, assets and business shall be proposed.
8.3 Notice of Change in Number of Securities . The Company shall, promptly after an event requiring an adjustment in the number of shares of
Common Stock underlying this Purchase Option, send notice to the Holders of such event and change (“ Change Notice ”). The Change Notice
shall describe the event causing the change and the method of calculating the change and shall be certified as being true and accurate by the
Company’s Chief Executive Officer, President or Chief Financial Officer.
8.4 Transmittal of Notices . All notices, requests, consents and other communications under this Purchase Option shall be in writing and shall
be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (a) if to the registered Holder of
the Purchase Option, to the address of such Holder as shown on the books of the Company, or (b) if to the Company, to the following address
or to such other address as the Company may designate by notice to the Holders:
    T3 Motion, Inc.
    2990 Airway Avenue, Building A
    Costa Mesa, CA 92626
    Attn: Kelly Anderson
9. Miscellaneous .
9.1 Amendments . The Company and the Initial Holder may from time to time supplement or amend this Purchase Option without the approval
of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or
inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the
Company and the Initial Holder may deem necessary or desirable and that the Company and the Initial Holder deem shall not adversely affect
the interest of the Holders. All other modifications or amendments to this Purchase Option shall require the written consent of and be signed by
the Holder hereof.
9.2 Headings . The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase Option.
9.3 Entire Agreement . This Purchase Option (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Option) constitutes the entire agreement

                                                                          11
of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and
written, with respect to the subject matter hereof.
9.4 Binding Effect . This Purchase Option shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their
respective successors, legal representatives and permitted assigns, and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Purchase Option or any provisions herein contained.
9.5 Governing Law; Submission to Jurisdiction . This Purchase Option shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim
against it arising out of, or relating in any way to this Purchase Option shall be brought and enforced in the courts of the State of New York or
of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any
process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall
be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in
any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or
proceeding and/or incurred in connection with the preparation therefor.
9.6 Waiver, Etc . The failure of the Company, the Initial Holder or any Holder to at any time enforce any of the provisions of this Purchase
Option shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Option or
any provision hereof or the right of the Company, the Initial Holder or any Holder to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Option shall be
effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought;
and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent
breach, non-compliance or non-fulfillment.
9.7 Execution in Counterparts . This Purchase Option may be executed in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the
other parties hereto.
9.8 Exchange Agreement . As a condition of the Holder’s receipt and acceptance of this Purchase Option, the Holder agrees that, at any time
prior to the complete exercise of this Purchase Option by the Holder, if the Company and the Initial Holder enter into an agreement (“
Exchange Agreement ”) pursuant to which they agree that all outstanding Purchase Options will be exchanged for securities or cash or a
combination of both, then the Holder shall agree to such exchange and become a party to the Exchange Agreement.


                                                [ Remainder of this page left intentionally blank ]

                                                                         12
IN WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by its duly authorized officer as of the ___ day of
_____________, 2011.

                                                         T3 MOTION, INC.

                                                         By:
                                                               Name:
                                                               Title:


                                                                  13
                                                Form to be used to exercise Purchase Option:
T3 Motion, Inc.
2990 Airway Avenue, Building A
Costa Mesa, CA 92626
Date:                     , 20
   The undersigned hereby irrevocably elects to exercise all or a portion of the within Purchase Option and to purchase Shares of T3 MOTION,
INC. and hereby makes payment of $ _____ (at the rate of $ ______ per Share) in payment of the Exercise Price pursuant thereto. Please issue
the Common Stock as to which this Purchase Option is exercised in accordance with the instructions given below.
                                                                      or
    The undersigned hereby irrevocably elects to convert its right to purchase Shares purchasable under the within Purchase Option by surrender
of the unexercised portion of the attached Purchase Option (with a value of $_ ). Please issue the Shares as to which this Purchase Option is
exercised in accordance with the instructions given below.




                                                         Signature



                                                         Signature Guaranteed


                                         INSTRUCTIONS FOR REGISTRATION OF SECURITIES




Nam
e
       (Print in Block Letters)



Address

NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, OR ELSE SUCH SIGNATURE MUST BE GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A
TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.
                                                Form to be used to assign Purchase Option:
T3 Motion, Inc.
2990 Airway Avenue, Building A
Costa Mesa, CA 92626


                                                             ASSIGNMENT
                        (To be executed by the registered Holder to effect a transfer of the within Purchase Option):
FOR VALUE RECEIVED, does hereby sell, assign and transfer unto the right to purchase Shares of T3 MOTION, INC. (“Company”)
evidenced by the within Purchase Option and does hereby authorize the Company to transfer such right on the books of the Company.
Date:                     , 20




                                                        Signature



                                                        Signature Guaranteed
NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR
BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.
                                     Exhibit 4.4




         T3 Motion, Inc.




               and




Securities Transfer Corporation as
          Warrant Agent




   Warrant Agency Agreement


  Dated as of _________, 2011
                                                     TABLE OF CONTENTS

                                                                                                                    Page


Section 1.    Certain Definitions                                                                                     1

Section 2.    Appointment of Warrant Agent                                                                            2

Section 3.    Book-Entry Warrant Certificates                                                                         3

Section 4.    Form of Warrant Certificates                                                                            3

Section 5.    Countersignature and Registration                                                                       3

Section 6.    Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or
              Stolen Warrant Certificates                                                                             4

Section 7.    Exercise of Warrants; Exercise Price; Expiration Date                                                   5

Section 8.    Cancellation and Destruction of Warrant Certificates                                                    6

Section 9.    Certain Representations; Reservation and Availability of Shares of Common Stock or Cash                 7

Section 10.   Common Stock Record Date                                                                                8

Section 11.   Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants        8

Section 12.   Certification of Adjusted Exercise Price or Number of Shares of Common Stock                           12

Section 13.   Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance                             12

Section 14.   Fractional Shares of Common Stock                                                                      14

Section 15.   Agreement of Warrant Certificate Holders                                                               15

Section 16.   Warrant Certificate Holder Not Deemed a Shareholder                                                    16

Section 17.   Concerning the Warrant Agent                                                                           17

Section 18.   Purchase or Consolidation or Change of Name of Warrant Agent                                           18

Section 19.   Duties of Warrant Agent                                                                                19

Section 20.   Change of Warrant Agent                                                                                20

                                                                 -i-
                                                            Page


Section 21.   Issuance of New Warrant Certificates           21

Section 22.   Notices                                        21

Section 23.   Supplements and Amendments                     22

Section 24.   Successors                                     22

Section 25.   Benefits of this Agreement                     22

Section 26.   Governing Law                                  23

Section 27.   Counterparts                                   23

Section 28.   Captions                                       23

Section 29.   Information                                    23

Section 30.   Force Majeure                                  23

                                                     -ii-
                                                      WARRANT AGENCY AGREEMENT
   WARRANT AGENCY AGREEMENT, dated as of ________, 2011 (“ Agreement ”), between T3 Motion, Inc., a Delaware corporation (the
“ Company ”) and _____________________(the “ Warrant Agent ”).


                                                               WITNESSETH
    WHEREAS, pursuant to an offering by the Company of Units consisting of Common Stock, Class H Warrants and Class I Warrants
pursuant to an effective registration statement, SEC File No. 333- 171163, the Company wishes to issue an aggregate of ____________
Class H Warrants and an aggregate of ______________ Class I Warrant (collectively, the “ Warrants ”) entitling the respective holders of the
Warrants (the “ Holders ” which term shall include a Holder’s transferees, successors and assigns) to purchase an aggregate of _______ shares
of common stock, par value $0.001 per share, of the Company (the “ Common Stock ”) upon the terms and subject to the conditions hereinafter
set forth; and
   WHEREAS, the Company may issue additional unregistered Class H Warrants and Class I Warrants to certain existing securityholders upon
the conversion or exchange of existing securities on or about the issuance date of the registered Warrants, in amounts and to persons to be
determined and reported to the Warrant Agent in writing (the “Unregistered Warrants”);
   WHEREAS, the Company wishes the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in
connection with the issuance, registration, transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s capacity as
the Company’s transfer agent, the delivery of the Warrant Shares;
      NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
      Section 1. Certain Definitions . For purposes of this Agreement, the following terms have the meanings indicated:
         (a) “ Affiliate ” has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act
”).
      (b) “ Business Day ” means any day other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized or
obligated by law or executive order to close.
      (c) “ Close of Business ” on any given date means 5:00 p.m., New York City time, on such date; provided , however , that if such date is
not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.

                                                                         -1-
      (d) “ Exercise Price ” means the Initial Exercise Price as adjusted from time to time pursuant to Section 11 hereof.
      (e) “ Person ” means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated
organization, government or political subdivision thereof or governmental agency or other entity.
      (f) “ Class H Initial Exercise Price ” means $[3.00] per share of Common Stock.
      (g) “ Class I Initial Exercise Price ” means $[5.25] per share of Common Stock.
       (h) “ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is
then listed or quoted on NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New
York Stock Exchange (each, a “ Trading Market ”), the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) the volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the
OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or a
similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so
reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in
good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and
expenses of which shall be paid by the Company.
       (i) “ Warrant Certificate ” means a certificate in substantially the form attached as Exhibit 1 hereto as to the Class H Warrants and in the
form attached as Exhibit 2 hereto as to the Class I Warrants, representing such number of Warrant Shares as is indicated on the face thereof,
provided that any reference to the delivery of a Warrant Certificate in this Agreement shall include delivery of notice from the Depository or a
Participant (each as defined below) of the transfer or exercise of Warrant in the form of a Book-Entry Warrant Certificate (as defined below).
      (j) “ Warrant Shares ” means the shares of Common Stock underlying the Warrants and issuable upon exercise of the Warrants.
   Section 2. Appointment of Warrant Agent . The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance
with the terms and conditions hereof, and the Warrant Agent hereby accepts such appointment. The

                                                                         -2-
Company may from time to time appoint such Co-Warrant Agents as it may, in its sole discretion, deem necessary or desirable.
   Section 3. Book-Entry Warrant Certificates .
       (a) The Warrants other than the Unregistered Warrants (which shall be represented by paper warrant certificates bearing standard
Securities Act restrictive legends) shall be issuable in book entry (the “ Book-Entry Warrant Certificates ”). All of the Warrants except the
Unregistered Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with the Depository Trust
Company (“ Depository ”) and registered in the name of ____, a nominee of the Depository. Ownership of beneficial interests in the Warrants
other than the Unregistered Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by
(i) the Depository or its nominee for each Book-Entry Warrant Certificate or (ii) institutions that have accounts with the Depository (such
institution, with respect to a Warrant in its account, a “ Participant ”).
       (b) If the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct
the Warrant Agent regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer
necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver
to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to
each Holder a Warrant Certificate.
   Section 4. Form of Warrant Certificates . The Class H Warrant Certificate, together with the form of election to purchase Common Stock (“
Exercise Notice ”) and the form of assignment to be printed on the reverse thereof, shall be substantially in the form of Exhibit 1 hereto. The
Class I Warrant Certificate, together with the form of election to purchase Common Stock (“ Exercise Notice ”) and the form of assignment to
be printed on the reverse thereof, shall be substantially in the form of Exhibit 2 hereto
   Section 5. Countersignature and Registration . The Warrant Certificates shall be executed on behalf of the Company by its Chairman, its
President or a Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof
which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant
Certificates shall be countersigned by the Warrant Agent either manually or facsimile signature and shall not be valid for any purpose unless so
countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the
Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless,
may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such
Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by
any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of

                                                                       -3-
the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such
an officer.
    The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office of one of its agents, books for registration and transfer
of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Warrant
Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate.
   The Warrant Agent will create a special account for the issuance of Warrant Certificates. The Company shall provide an opinion of counsel
prior to the Initial Exercise Date to set up a reserve of Warrants. The opinion shall state that all Warrants (other than the Unregistered
Warrants) are:
      (1) registered under the Securities Act of 1933, as amended, and all appropriate State securities law filings have been made with respect
      to the Warrants; and
      (2) are validly issued, to our knowledge, fully paid and non-assessable.
   Section 6. Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates
. Subject to the provisions of Section 15 hereof and the last sentence of this first paragraph of Section 6 and subject to applicable law, rules or
regulations, or any “stop transfer” instructions the Company may give to the Warrant Agent, at any time after the Close of Business on
________________ [45 days after the closing date of the Company’s public offering of Units] or such earlier date as you and the Company
have been advised in writing by Chardan Capital Markets, LLC that the Warrants may trade separately from the Units, and at or prior to the
Close of Business on the Expiration Date (as such term is hereinafter defined), any Warrant Certificate or Warrant Certificates or Book-Entry
Warrant Certificate or Book-Entry Warrant Certificates may be transferred, split up, combined or exchanged for another Warrant Certificate or
Warrant Certificates or Book-Entry Warrant Certificate or Book-Entry Warrant Certificates, entitling the Holder to purchase a like number of
shares of Common Stock as the Warrant Certificate or Warrant Certificates or Book-Entry Warrant Certificate or Book-Entry Warrant
Certificates surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up, combine or exchange any Warrant
Certificate or Book-Entry Warrant Certificate shall make such request in writing delivered to the Warrant Agent, and shall surrender the
Warrant Certificate or Warrant Certificates to be transferred, split up, combined or exchanged at the principal office of the Warrant Agent,
provided that no such surrender is applicable to the Holder of a Book-Entry Warrant Certificate. Thereupon the Warrant Agent shall, subject to
the last sentence of this first paragraph of Section 6, countersign and deliver to the person entitled thereto a Warrant Certificate or Warrant
Certificates, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to cover any tax or
governmental charge that may be imposed in

                                                                          -4-
connection with any transfer, split up, combination or exchange of Warrant Certificates. The Company shall compensate the Warrant Agent per
its fee schedule as in effect from time to time for all of the Warrant Agent’s reasonable expenses incidental thereto other than taxes and
governmental charges.
   Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation
of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security in customary form and amount which shall include a
corporate bond of indemnity satisfactory to the Warrant Agent, and reimbursement to the Company and the Warrant Agent of all reasonable
expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Company
will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate
so lost, stolen, destroyed or mutilated.
   Section 7. Exercise of Warrants; Exercise Price; Expiration Date .
        (a) The Class H Warrants shall be exercisable commencing on the 45-day anniversary of the date of issuance (the “ Class H Initial
Exercise Date ”). The Class H Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under
this Agreement shall cease, at or prior to the Close of Business on the date that is the nine month anniversary of the Class H Initial Exercise
Date (the “ Class H Expiration Date ”). The Class I Warrants shall be exercisable commencing on the 45 day anniversary of the date of
issuance (the “ Class I Initial Exercise Date ”). The Class I Warrants shall cease to be exercisable and shall terminate and become void, and all
rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the date that is the five year anniversary of the
Initial Exercise Date (the “ Class I Expiration Date ”). Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may
exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment
of the Exercise Price, which may be made, at the option of the holder, by wire transfer or by certified or official bank check in United States
dollars, to the Warrant Agent at the principal office of the Warrant Agent or to the office of one of its agents as may be designated by the
Warrant Agent from time to time. In the case of the Holder of a Book-Entry Warrant Certificate, the Holder shall deliver the executed Exercise
Notice and the payment of the Exercise Price as described herein.
       (b) If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not
available for the issuance of the Warrant Shares to the Holder without a restrictive legend and all of the Warrant Shares are not then registered
for resale by Holder into the market at market prices from time to time on an effective registration statement for use on a continuous basis (or
the prospectus contained therein is not available for use), then the Warrant may only be exercised, in whole or in part, at such time by means of
a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient
obtained by dividing [(A-B) (X)] by (A), where:

                                                                        -5-
     (A)    = the VWAP on the Business Day immediately preceding the date on which Holder elects to exercise this Warrant by means
              of a “cashless exercise,” as set forth in the applicable Exercise Notice;
     (B)    = the Exercise Price of this Warrant, as adjusted hereunder; and
     (X)    = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this
              Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
Upon receipt of an Exercise Notice for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Exercise Notice to the
Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and
transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares
issuable in connection with the cashless exercise.
       (c) Upon receipt of a Warrant Certificate at or prior to the Close of Business on the applicable Expiration Date, with the executed
Exercise Notice, accompanied by payment of the Exercise Price for the shares to be purchased and an amount equal to any applicable tax,
governmental charge or expense reimbursement referred to in Section 6 in cash, or by certified check or bank draft payable to the order of the
Company (or, in the case of the holder of a Book-Entry Warrant Certificate, the delivery of the executed Exercise Notice and the payment of
the Exercise Price and any other applicable amounts as set forth herein), the Warrant Agent shall use reasonable efforts to cause the Warrant
Shares to be promptly delivered to or upon the order of the Holder of such Warrant, registered in such name or names as may be designated by
such holder, provided that the Warrant Agent shall not be liable to the Company or the Holder for any damages arising out of the failure to
deliver the Warrant Shares by any specified date. If the Company is then a participant in the Deposit Withdrawal Agent Commission (“ DWAC
”) system of the Depository and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale
of the Warrant Shares by Holder or (B) the Warrant is being exercised via cashless exercise, the certificates for Warrant Shares shall be
transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depository through its DWAC system.
      (d) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, a new Warrant Certificate
evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised shall be issued by the Warrant Agent to the
Holder of such Warrant Certificate or to his duly authorized assigns, subject to the provisions of Sections 6 and 15 hereof.
   Section 8. Cancellation and Destruction of Warrant Certificates . All Warrant Certificates surrendered for the purpose of exercise, transfer,
split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the

                                                                        -6-
Warrant Agent for cancellation or in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant
Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Warrant Agreement. The Company
shall deliver to the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other Warrant
Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Warrant Agent shall deliver all canceled
Warrant Certificates to the Company, or shall, at the written request of the Company, destroy such canceled Warrant Certificates, and in such
case shall deliver a certificate of destruction thereof to the Company, subject to any applicable law, rule or regulation requiring the Warrant
Agent to retain such canceled certificates.
   Section 9. Certain Representations; Reservation and Availability of Shares of Common Stock or Cash .
      (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and
delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in
accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication
thereof by the Warrant Agent pursuant hereto, constitute valid and legally binding obligations of the Company enforceable against the
Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable
principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
      (b) As of the date hereof, the authorized capital stock of the Company consists of (i) 150,000,000 shares of Common Stock, of which
[____________] shares of Common Stock are issued and outstanding, _________ shares of Common Stock are reserved for issuance upon
exercise of the Warrants; up to ____________shares issuable upon the exercise of other outstanding warrants and not more than ____________
shares of Common Stock are reserved for issuance upon exercise of employee stock options and (ii) 20,000,000 shares of preferred stock, of
which _________ shares are outstanding. There are no other outstanding obligations, warrants, options or other rights to subscribe for or
purchase from the Company any class of capital stock of the Company.
    (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of
Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of
Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants.
      (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants.

                                                                       -7-
      (e)
      (f) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common
Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be
payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for
Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or
deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have
been paid (any such tax or governmental charge being payable by the holder of such Warrant Certificate at the time of surrender) or until it has
been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.
   Section 10. Common Stock Record Date . Each person in whose name any certificate for shares of Common Stock is issued (or to whose
broker’s account is credited shares of Common Stock through the DWAC system) upon the exercise of Warrants shall for all purposes be
deemed to have become the holder of record for the Common Stock represented thereby on, and such certificate shall be dated, the date upon
which the Warrant Certificate evidencing such Warrant was duly surrendered (but only if required herein) and payment of the Exercise Price
(and any applicable transfer taxes) and submission of the Exercise Notice was made; provided , however , that if the date of such surrender (if
applicable), payment and submission is a date upon which the Common Stock transfer books of the Company are closed, such person shall be
deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding day on which the Common
Stock transfer books of the Company are open.
    Section 11. Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants . The Exercise Price,
the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided
in this Section 11.
       (a) In the event the Company shall at any time after the date of this Agreement (i) declare a dividend on shares of Common Stock
payable in shares of any class of capital stock of the Company, (ii) subdivide the outstanding shares of Common Stock into a greater number of
shares of Common Stock, (iii) combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issue any shares of
capital stock in a reclassification of shares of the Common Stock (including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), then in each case the Exercise Price in effect at that time shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately
before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and
the number of shares issuable upon

                                                                       -8-
exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any
adjustment made pursuant to this Section 11(a) shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.
       (b) In the event the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Common Stock (such
rights, options or warrants not being available to holders of Warrants) entitling them (for a period expiring within 45 calendar days after such
date of issue) to subscribe for or purchase Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock), at
a price per share of Common Stock (or having a conversion, exercise or exchange price per share of Common Stock, in the case of a security
convertible into or exercisable or exchangeable for Common Stock) less than the VWAP on such record date (or, if there has been no such
determination, then the Company must promptly cause such determination to be made as contemplated by the definition of VWAP set forth
herein, and any proposed record date must be postponed until after such determination has been made), the Exercise Price in effect at that time
shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of
issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of
which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights, options or warrants
plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full
of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made
whenever such rights, options or warrants are issued, and shall become effective immediately after the record date for the determination of
stockholders entitled to receive such rights, options or warrants.
       (c) In the event the Company shall fix a record date for the making of a dividend or distribution to all holders of Common Stock of any
evidences of indebtedness or assets or subscription rights or warrants (excluding those referred to in Section 11(a) or (b) or other dividends paid
out of retained earnings), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately
prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall
be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the
then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one
outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described
in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable
to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately
after the record date mentioned above.

                                                                        -9-
      (d) In the event the Company shall consummate a tender offer for or otherwise repurchase or redeem Common Stock, to the extent that
the cash and value of any other consideration included in such payment per share of Common Stock exceeds the VWAP per share of Common
Stock on the trading day next succeeding the Expiration Time (as defined below), unless the Company tenders for the Warrants on terms which
give effect to such excess consideration, the Exercise Price shall be reduced so that the same shall equal the price determined by multiplying
the Exercise Price in effect immediately prior to the last time tenders or repurchases or redemptions may be made pursuant to such tender or
repurchase or redemption (the “ Expiration Time ”) by a fraction of which the numerator shall be the number of shares of Common Stock
outstanding (including any tendered, repurchased or redeemed shares) at the Expiration Time multiplied by the VWAP per share of the
Common Stock on the trading day next succeeding the Expiration Time, and the denominator shall be the sum of (A) the fair market value of
the aggregate consideration payable to shareholders based on the acceptance of all shares validly tendered, repurchased or redeemed and not
withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the “ Purchased Shares ”) and (B) the product of the
number of shares of Common Stock outstanding (less any Purchased Shares) at the Expiration Time and the VWAP per share of the Common
Stock on the trading day next succeeding the Expiration Time, such reduction to become effective immediately prior to the opening of business
on the day following the Expiration Time. For purposes of this paragraph (d), the value of non cash-consideration shall be as determined in
good faith by the Board of Directors of the Company.
      (e) Notwithstanding the foregoing paragraphs (a), (b), (c) and (d), no adjustment in the Exercise Price pursuant to such paragraphs shall
be required unless such adjustment would require an increase or decrease of at least 1% in such price; provided , however , that any
adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or the nearest hundredth of a share, as the case
may be.
      (f) In the event that at any time, as a result of an adjustment made pursuant to Section 11(a), the holder of any Warrant thereafter
exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the
number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 11(a), (b), (c) and (d), and the
provisions of Sections Section 7, 9 and 13 with respect to the shares of Common Stock shall apply on like terms to any such other shares.
       (g) All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price hereunder shall evidence the
right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon
exercise of the Warrants, all subject to further adjustment as provided herein.

                                                                       -10-
       (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Exercise Price as a
result of the calculations made in Section 11(b), (c) and (d), each Warrant outstanding immediately prior to the making of such adjustment shall
thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of shares (calculated to the nearest hundredth) obtained by
(i) multiplying (x) the number of shares covered by a Warrant immediately prior to such adjustment by (y) the Exercise Price in effect
immediately prior to such adjustment of the Exercise Price and (ii) dividing the product so obtained by the Exercise Price in effect immediately
after such adjustment of the Exercise Price.
       (i) The Company may elect on or after the date of any adjustment of the Exercise Price to adjust the number of Warrants, in substitution
for any adjustment in the number of shares of Common Stock purchasable upon the exercise of a Warrant. Each of the Warrants outstanding
after such adjustment of the number of Warrants shall be exercisable for one share of Common Stock. Each Warrant held of record prior to
such adjustment of the number of Warrants shall become that number of Warrants (calculated to the nearest hundredth) obtained by dividing
the Exercise Price in effect prior to adjustment of the Exercise Price by the Exercise Price in effect after adjustment of the Exercise Price. The
Company shall instruct the Warrant Agent to notify each of the record holders of Warrants of its election to adjust the number of Warrants,
indicating the record date for the adjustment, and, if known at the time, the amount of adjustment to be made. Such record date may be the date
on which the Exercise Price is adjusted or any day thereafter, but shall be at least 10 days later than the date of the public announcement. Upon
each adjustment of the number of Warrants pursuant to this Section 11(i), the Company shall instruct the Warrant Agent to distribute, as
promptly as practicable, to holders of record of Warrant Certificates on such record date Warrant Certificates evidencing, subject to Section 14,
the additional Warrants to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, instruct the
Warrant Agent to distribute to such holders of record in substitution and replacement for the Warrant Certificates held by such holders prior to
the date of adjustment, and upon surrender thereof, if required by the Company, new Warrant Certificates evidencing all the Warrants to which
such holders shall be entitled after such adjustment. Warrant Certificates so to be distributed shall be issued, executed and countersigned in the
manner provided for herein (and may bear, at the option of the Company, the adjusted Exercise Price) and shall be registered in the names of
the holders of record of Warrant Certificates on the record date specified in the public announcement.
      (j) Irrespective of any adjustment or change in the Exercise Price or the number of shares of Common Stock issuable upon the exercise of
the Warrants, the Warrant Certificates theretofore and thereafter issued may continue to express the Exercise Price per share and the number of
shares which were expressed upon the initial Warrant Certificates issued hereunder.
     (k) The Company agrees that it will not, by amendment of its Certificate of Incorporation or through reorganization, consolidation,
merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or

                                                                       -11-
performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by the Company.
      (l) In any case in which this Section 11 shall require that an adjustment in the Exercise Price be made effective as of a record date for a
specified event, if any holder of a Warrant exercises such Warrant after such record date, the Company may elect to defer, until the occurrence
of such event, the issuance of the shares of Common Stock and other capital stock of the Company in excess of the shares of Common Stock
and other capital stock of the Company, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment;
provided , however , that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to
receive such additional shares and/or other capital securities upon the occurrence of the event requiring such adjustment.
    Section 12. Certification of Adjusted Exercise Price or Number of Shares of Common Stock . Whenever the Exercise Price or the number of
shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall
(a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting
for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate
and (c) instruct the Warrant Agent to mail a brief summary thereof to each holder of a Warrant Certificate.
    Section 13. Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance . If, at any time while this Warrant is outstanding,
(i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into
another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of
all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or
exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for
other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share
purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of
arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not
including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other
Persons making or party to, such stock or share purchase agreement or other business combination) (each a “ Fundamental Transaction ”), then,
upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable
upon such exercise immediately prior to the occurrence of such

                                                                           -12-
         Fundamental Transaction, the number of shares of Common Stock, if any, of the successor or acquiring corporation or of the Company,
if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such
Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to
such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such
Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to
the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor
entity in a Fundamental Transaction in which the Company is not the survivor (the “ Successor Entity ”) and for which shareholders received
any equity securities of the Successor Entity, to assume in writing all of the obligations of the Company under this Warrant in accordance with
the provisions of this Section 13 pursuant to written agreements in form and substance reasonably satisfactory to the Holders of a majority of
the Warrants then outstanding and shall, upon the written request of the holder of this Warrant, deliver to the Holder in exchange for this
Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which
is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity), if any, plus any Alternate
Consideration, receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such Fundamental Transaction, and with an exercise price which applies the exercise price
hereunder to such shares of capital stock, if any, plus any Alternate Consideration (but taking into account the relative value of the shares of
Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock
and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such
Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the
Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.
    As to the Class I Warrants only (and not the Class H Warrants) in the event of a Fundamental Transaction that is (1) an all cash transaction,
(2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, or (3) a Fundamental Transaction involving a person or entity
not traded on a national securities exchange, the Company or any Successor Entity (as defined above) shall, at the Holder’s option, exercisable
at any time concurrently with, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes
Value of the remaining unexercised portion

                                                                       -13-
of this Warrant on the date of the consummation of such Fundamental Transaction. “ Black Scholes Value ” means the value of the Class I
Warrant based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“ Bloomberg ”) determined
as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate
corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable
Fundamental Transaction and the Class I Termination Date, (B) an expected volatility equal to the 100 day volatility obtained from the HVT
function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction,
(C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of
any non-cash consideration, if any, being offered to the Company’s shareholders in such Fundamental Transaction and (D) a remaining option
time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Class I Expiration Date.
   The Company shall instruct the Warrant Agent to mail by first class mail, postage prepaid, to each Holder of a Warrant, written notice of the
execution of any such amendment, supplement or agreement. Any supplemented or amended agreement entered into by the successor
corporation or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided
for in Section 11 and this Section 13. The Warrant Agent shall be under no responsibility to determine the correctness of any provisions
contained in such agreement relating either to the kind or amount of securities or other property receivable upon exercise of warrants or with
respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any
such agreement. The provisions of this Section 13 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales
and conveyances of the kind described above.
   Section 14. Fractional Shares of Common Stock .
      (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever
any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of
such fraction to the nearest whole Warrant (up or down), with half Warrants or less being rounded down and fractions in excess of a half of a
Warrant being rounded up.
       (b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which
evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or
distributed, the actual issuance or distribution made shall reflect a rounding of such fraction to the nearest whole share (up or down), with half
shares or less being rounded down and fractions in excess of half of a share being rounded up.

                                                                        -14-
       (c) The holder of a Warrant by the acceptance of the Warrant expressly waives his right to receive any fractional Warrant or any
fractional share of Common Stock upon exercise of a Warrant.
   Section 15. Agreement of Warrant Certificate Holders . Every holder of a Warrant Certificate by accepting the same consents and agrees
with the Company and the Warrant Agent and with every other holder of a Warrant Certificate that:
     (a) the Warrant Certificates are transferable only on the registry books of the Warrant Agent if surrendered at the principal office of the
Warrant Agent, duly endorsed or accompanied by a proper instrument of transfer; and
       (b) the Company and the Warrant Agent may deem and treat the person in whose name the Warrant Certificate is registered as the
absolute owner thereof and of the Warrants evidenced thereby (notwithstanding any notations of ownership or writing on the Warrant
Certificates made by anyone other than the Company or the Warrant Agent) for all purposes whatsoever, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.
       (c) Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and a Holder shall not have the right to exercise
any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the
applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other persons acting as a group together with the
Holder or any of the Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the
foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of
shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the
number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially
owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 15(c), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it
being acknowledged by the Holder that neither the Warrant Agent nor the Company is representing to the Holder that such calculation is in
compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance
therewith. To the extent that the limitation contained in this Section 15(c) applies, the determination of whether a Warrant is exercisable (in
relation to other securities owned by the Holder together with any Affiliates) and of which portion of a Class H or Class I Warrant is
exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s
determination of whether such Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of
which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the
accuracy of such determination and neither of them shall have any liability for any error made by the Holder. In addition, a determination as to
any group status as

                                                                       -15-
contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 15(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the
number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the
Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent
written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The
provisions of this Section 15(c) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this
Section 15(c) to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership
limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor holder of a Warrant.
   Section 16. Warrant Certificate Holder Not Deemed a Shareholder . No holder, as such, of any Warrant Certificate shall be entitled to vote,
receive dividends or distributions on, or be deemed for any purpose the holder of Common Stock or any other securities of the Company which
may at any time be issuable on the exercise of the Warrants represented thereby, nor shall anything contained herein or in any Warrant
Certificate be construed to confer upon the holder of any Warrant Certificate, as such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to
any corporate action, or to receive notice of meetings or other actions affecting shareholders, or to receive dividends or distributions or
subscription rights, or otherwise, until the Warrant or Warrants evidenced by such Warrant Certificate shall have been exercised in accordance
with the provisions hereof.
    Section 17. Company Call Option With Respect to Class H Warrants . At any time after the Class H Warrants first become exercisable, if
the last reported sale price of the Common Stock on the NYSE Amex or other national securities exchange for each of 20 consecutive Business
Days within a 30 consecutive Business Day period (the “ Measurement Period ”) exceeds [$6.00] (subject to adjustment for forward and
reverse stock splits, recapitalizations, stock dividends and the like after the Class H Initial Exercise Date), then the Company may, within three
(3) Business Days of the end of such Measurement Period, call for cancellation of all but not less than all Class H Warrants for which a Notice
of Exercise has not yet been delivered (such right, a “ Call ”) for consideration equal to $.01 per Warrant Share. To exercise this right, the
Company must deliver or cause the Warrant Agent to deliver to the Holder an irrevocable written notice (a “ Call Notice ”), indicating therein
that the entire unexercised portion of the Class H Warrant is being called for redemption. If the conditions set forth below for such Call are
satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this
Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 5:30 p.m.
(New York City time) on the 30 th calendar day after the date the Call Notice is deemed received by the Holder (such date and time, the “ Call
Date ”). In furtherance thereof, the Company covenants and agrees that it will honor all Notices of

                                                                       -16-
Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 5:30 p.m. (New York City time) on the Call Date.
Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of
this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the
Company or the Warrant Agent shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 5:30 p.m.
(New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus
thereunder available for use by the Holder for the resale of all such Warrant Shares, and (3) the Common Stock shall be listed or quoted for
trading on the NYSE Amex or another national securities exchange, and (4) there is a sufficient number of authorized shares of Common Stock
for issuance of all Warrant Shares.
   Section 18. Concerning the Warrant Agent . The Company agrees to pay to the Warrant Agent reasonable compensation for all services
rendered by it hereunder and, from time to time, on demand of the Warrant Agent, its reasonable expenses and counsel fees and other
disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder.
    The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable
fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out
of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that such covenant and
agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages
incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct.
   Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or
investigation, the Warrant Agent shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing.
The Company shall be entitled to participate as its own expense in the defense of any such claim or proceeding, and, if it so elects at any time
after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding.
For the purposes of this Section 188, the term “expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or
proceeding settled with the express written consent of the Warrant Agent, and all reasonable costs and expenses, including, but not limited to,
reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit,
proceeding or investigation.
   The Warrant Agent shall be responsible for and shall indemnify and hold the Company harmless from and against any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Warrant Agent’s refusal or failure to
comply with the terms of this Agreement, or which arise out of Warrant Agent’s negligence or willful misconduct or which arise out of the
breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent

                                                                        -17-
is not entitled to indemnification under this Agreement; provided, however, that Warrant Agent’s aggregate liability during any term of this
Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided
under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid under this Agreement
by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses.
       Promptly after the receipt by the Company of notice of any demand or claim or the commencement of any action, suit, proceeding or
investigation, the Company shall, if a claim in respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in
writing. The Warrant Agent shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects
at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or
proceeding. For the purposes of this Section 18, the term “expense or loss” means any amount paid or payable to satisfy any claim, demand,
action, suit or proceeding settled with the express written consent of the Company, and all reasonable costs and expenses, including, but not
limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action,
suit, proceeding or investigation.
    Section 19. Purchase or Consolidation or Change of Name of Warrant Agent . Any corporation into which the Warrant Agent or any
successor Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation
to which the Warrant Agent or any successor Warrant Agent shall be party, or any corporation succeeding to the corporate trust business of the
Warrant Agent or any successor Warrant Agent, shall be the successor to the Warrant Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment
as a successor Warrant Agent under the provisions of Section 211. In case at the time such successor Warrant Agent shall succeed to the
agency created by this Agreement any of the Warrant Certificates shall have been countersigned but not delivered, any such successor Warrant
Agent may adopt the countersignature of the predecessor Warrant Agent and deliver such Warrant Certificates so countersigned; and in case at
that time any of the Warrant Certificates shall not have been countersigned, any successor Warrant Agent may countersign such Warrant
Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such
Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.
   In case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been
countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so
countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign
such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full
force provided in the Warrant Certificates and in this Agreement.

                                                                        -18-
    Section 20. Duties of Warrant Agent . The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the
following terms and conditions, by all of which the Company and the holders of Warrant Certificate, by their acceptance thereof, shall be
bound:
      (a) The Warrant Agent may consult with legal counsel reasonably acceptable to the Company (who may be legal counsel for the
Company), and the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.
       (b) Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact
or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the
Chairman, President or any Vice President of the Company and by the Treasurer or any Assistant Treasurer or the Secretary of the Company
and delivered to the Warrant Agent; and such certificate shall be full authentication to the Warrant Agent for any action taken or suffered in
good faith by it under the provisions of this Agreement in reliance upon such certificate.
      (c) The Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct, pursuant to
Section 199, above.
      (d) The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in
the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall
be deemed to have been made by the Company only.
       (e) The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement
or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise Price or the making of any change in the number of
shares of Common Stock required under the provisions of Section 11 or 13 or responsible for the manner, method or amount of any such
change or the ascertaining of the existence of facts that would require any such adjustment or change (except with respect to the exercise of
Warrants evidenced by Warrant Certificates after actual notice of any adjustment of the Exercise Price); nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to
this Agreement or any Warrant Certificate or as to whether any shares of Common Stock will, when issued, be duly authorized, validly issued,
fully paid and nonassessable.

                                                                        -19-
      (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out
or performing by the Warrant Agent of the provisions of this Agreement.
      (g) The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the
Chairman or the President or any Vice President or the Secretary of the Company, and to apply to such officers for advice or instructions in
connection with its duties, and it shall not be liable and shall be indemnified and held harmless for any action taken or suffered to be taken by it
in good faith in accordance with instructions of any such officer, provided Warrant Agent carries out such instructions without gross
negligence, bad faith or willful misconduct.
      (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the
Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or
contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement.
Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.
        (i) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or
misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided
reasonable care was exercised in the selection and continued employment thereof.
    Section 21. Change of Warrant Agent . The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30
days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the
holders of the Warrant Certificates by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon
30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the
Common Stock by registered or certified mail, and to the holders of the Warrant Certificates by first-class mail. If the Warrant Agent shall
resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the
Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Warrant Agent or by the holder of a Warrant Certificate (who shall, with such notice,
submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent
jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a

                                                                        -20-
court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is
authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and
which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the
successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant
Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at
the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than
the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each
transfer agent of the Common Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give
any notice provided for in this Section 21, or any defect therein, shall not affect the legality or validity of the resignation or removal of the
Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
   Section 22. Issuance of New Warrant Certificates . Notwithstanding any of the provisions of this Agreement or of the Warrants to the
contrary, the Company may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of
Directors to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other
securities or property purchasable under the several Warrant Certificates made in accordance with the provisions of this Agreement.
    Section 23. Notices . Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of
any Warrant Certificate to or on the Company, (ii) subject to the provisions of Section 22, by the Company or by the Holder of any Warrant
Certificate to or on the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate, shall be deemed
given (x) on the date delivered, if delivered personally, (y) on the first Business Day following the deposit thereof with Federal Express or
another recognized overnight courier, if sent by Federal Express or another recognized overnight courier, and (z) on the fourth Business Day
following the mailing thereof with postage prepaid, if mailed by registered or certified mail (return receipt requested), in each case to the
parties at the following addresses (or at such other address for a party as shall be specified by like notice):

           (a)     If to the Company, to:

                   T3 Motion, Inc.
                   2990 Airway Avenue, Building A
                   Costa Mesa, CA 92626
                   Attention: Chief Financial Officer
                   Fax:

           (b)     If to the Warrant Agent, to:

                                                                       -21-
                  Securities Transfer Corporation
                  Dallas Parkway Suite 102
                  Frisco Texas 75034

                  Attention: President
                  Fax: (469) 633-0088
      (c) If to the Holder of any Warrant Certificate, to the address of such holder as shown on the registry books of the Company. Any notice
required to be delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company.
   Section 24. Supplements and Amendments .
      (a) The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any
Holders of Warrant Certificates in order to cure any ambiguity, to correct or supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein, or to make any other provisions with regard to matters or questions arising hereunder
which the Company and the Warrant Agent may deem necessary or desirable and which shall not adversely affect the interests of the Holders
of Warrants Certificates.
      (b) In addition to the foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than a
majority of the shares of Common Stock issuable thereunder, the Company and the Warrant Agent may modify this Agreement for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this Warrant Agreement or modifying in any
manner the rights of the holders of the Warrant Certificates; provided , however , that no modification of the terms (including but not limited to
the adjustments described in Section 11) upon which the Warrants are exercisable or reducing the percentage required for consent to
modification of this Agreement may be made without the consent of the holder of each outstanding warrant certificate affected thereby.
   Section 25. Successors . All covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns hereunder.
   Section 26. Benefits of this Agreement . Nothing in this Agreement shall be construed to give any Person other than the Company and the
Warrant Agent any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive
benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates.

                                                                       -22-
   Section 27. Governing Law . This Agreement and each Warrant Certificate issued hereunder shall be governed by, and construed in
accordance with, the laws of the State of Delaware without giving effect to the conflicts of law principles thereof.
   Section 28. Counterparts . This Agreement may be executed in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
   Section 29. Captions . The captions of the sections of this Agreement have been inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.
   Section 30. Information . The Company agrees to promptly provide the Holders of the Warrants the information it is required to provide to
the holders of the Common Stock.
    Section 31. Force Majeure . Notwithstanding anything to the contrary contained herein, Warrant Agent shall not be liable for any delays or
failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of
supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical
difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

                                                                       -23-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

                                                      T3 MOTION, INC.

                                                      By:
                                                             Name:
                                                             Title:


                                                      SECURITIES TRANSFER CORPORATION

                                                      By:
                                                             Name:
                                                             Title:


                                                               -24-
                                                                                                                                    Exhibit 10.58


                                  PREFERRED STOCK WAIVER AND CONVERSION AGREEMENT
   This Preferred Stock Waiver and Conversion Agreement (the “ Agreement ”), dated as of the __ day of April, 2011, is made and entered into
by and among T3 Motion, Inc., a Delaware corporation (the “ Company ”), Vision Opportunity Master Fund Ltd. (“ VOMF ”) and Vision
Capital Advantage Fund L.P. (“ VCAF ”, and together with VOMF, “ Vision ”) and Ki Nam (the “ CEO ”).
    WHEREAS , Vision is the holder of an aggregate of 9,370,698 shares (the “ Vision Shares ”) of the Company’s Series A Convertible
Preferred Stock (the “ Series A Preferred ”); and
    WHEREAS , the CEO is the holder of that number of shares of Series A Preferred (the “ CEO Shares ”) set forth in the Registration
Statement relating to the Public Offering (as defined below); and
    WHEREAS , the Company has filed a Registration Statement on Form S-1, File Number 333-171163 relating to an underwritten public
offering (the “ Public Offering ”) of the Company’s securities; and
    WHEREAS , it is a condition to the underwriters’ obligation to purchase the securities in the Public Offering that the Vision Shares and
the CEO Shares be converted into shares of the Company’s common stock at a conversion price equal to $0.50 per share (prior to the
anticipated 10-for-1 reverse stock split) as set forth in the applicable underwriting agreement (the “ Conversion Price ”); and
    WHEREAS, Section 7 of the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock
(the “ Designation ”) contains conversion price adjustment provisions that would be triggered by the Public Offering; and
    WHEREAS , the Company and Vision believes it is in their mutual best interest that the conversion of the Vision Shares (the “ Conversion
”) be effected on the terms and subject to the conditions set forth in this Agreement and, in furtherance thereof, desire to waive the provisions
of Section 7 of the Designation.
    NOW, THEREFORE , in consideration of the covenants and agreements set forth herein, and for other good and valuable consideration,
and sufficiency of which are hereby acknowledged and intending to be legally bound hereby the parties agree as follows:
   1. Conversion . At the Closing (as defined in Section 2 below), Vision shall effect the Conversion (the “ Conversion Shares ”) at the
Conversion Price and the Company shall issue to Vision the Conversion Shares in the names and denominations set forth on Schedule A to this
Agreement (the “ Conversion ”). The Company shall pay cash in lieu of any fractional Conversion Shares that would otherwise be issuable
upon the Conversion.
   2. Closing . If, and only if, the closing of the Public Offering occurs on or prior to 5:00 p.m. eastern time on May 30, 2011, the closing of
the Conversion (the “ Closing ”) shall take place at the offices of Loeb and Loeb LLP, 345 Park Avenue, New York, New York, 10154, or
such other place to be specified by the Company and Vision on the date of, and simultaneously with, the closing of the Public Offering (the “
Closing Date ”).
   3. Representations and Warranties of the Company . The Company hereby represents and warrants to Vision as follows:
      (a) Due Authorization . The Company has all requisite power and authority to execute, deliver and perform its obligations under this
Agreement and the Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due
authorization, execution and delivery by Vision, constitutes legal, valid and binding agreements of the Company enforceable against the
Company in accordance with their respective terms, except as rights to indemnity and contribution may be limited by state or federal securities
laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
       (b) Issuance of Conversion Shares . The Conversion Shares are duly authorized and, when issued and paid for in accordance with this
Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and shall not be subject to preemptive or
similar rights of stockholders other than those which have been exercised or waived prior to the Closing Date. Assuming the accuracy of the
representations and warranties of Vision in this Agreement, the Conversion Shares will be issued in compliance with all applicable federal and
state securities laws.
       (c) Non-Contravention . The execution and delivery of this Agreement, the issuance and sale of the Conversion Shares by the Company
under this Agreement and the consummation of the transactions contemplated hereby will not (A) conflict with or constitute a violation of, or
default (with the passage of time or otherwise) under, (i) any bond, debenture, note or other evidence of indebtedness, or any material lease,
contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or its
wholly-owned subsidiary, T3 Motion, Ltd. (the “ Subsidiary ”) is a party or by which the Company, the Subsidiary or any of their property is
bound, where such conflict, violation or default is likely to result in a Material Adverse Effect, (ii) the charter, by-laws or other organizational
documents of the Company or the Subsidiary, or (iii) any law, administrative regulation, ordinance or order of any court or governmental
agency, arbitration panel or authority binding upon the Company or the Subsidiary or any of their property, where such conflict, violation or
default is likely to result in a Material Adverse Effect, or (B) result in the creation or imposition of any Lien upon any of the material properties
or assets of the Company or the Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in
any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or any other agreement or instrument
to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound or to which any of the property or
assets of the Company or the Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing
with, any regulatory body, administrative agency, or other governmental body in the United States is required for the

                                                                          2
execution, delivery and performance of this Agreement, the valid issuance and sale of the Shares, other than such as have been made or
obtained. “ Material Adverse Effect ” shall mean any of (a) a material and adverse effect on the legality, validity or enforceability of this
Agreement, the schedules and exhibits attached hereto, and any other documents or agreements executed in connection with the transactions
contemplated hereunder, (b) a material and adverse effect on the results of operations, assets, business or financial condition of the Company
and the Subsidiary, taken as a whole, or (c) any adverse impairment to the Company’s ability to perform in any material respect on a timely
basis its obligations under this Agreement.
    (d) CEO Conversion . The Company and the CEO have agreed that the CEO Shares shall be converted into shares of the Company’s
common stock at the Conversion Price on or prior to the Closing Date.
   4. Representations and Warranties of Vision . Vision hereby represents and warrants to the Company as follows:
       (a) Organization; Authority . Each of VOMF and VCAF is an entity duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the
transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of
this Agreement and performance by Vision of the transactions contemplated by this Agreement have been duly authorized by all necessary
corporate or similar action on the part of Vision. This Agreement has been duly executed by Vision, and when delivered by Vision in
accordance with the terms hereof, will constitute the valid and legally binding obligation of Vision, enforceable against it in accordance with its
terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by
applicable law.
       (b) Own Account . Vision understands that the Conversion Shares are “restricted securities” and have not been registered under the
Securities Act or any applicable state securities law and is converting the Vision Shares into Conversion Shares as principal for its own account
and not with a view to or for distributing or reselling such Conversion Shares or any part thereof in violation of the Securities Act or any
applicable state securities law, has no present intention of distributing any of such Conversion Shares in violation of the Securities Act or any
applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the
distribution of such Conversion Shares (this representation and warranty not limiting Vision’s right to sell the Conversion Shares pursuant to
any registration statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any
applicable state securities law. Vision is acquiring the Conversion Shares hereunder in the ordinary course of its business.
        (c) Investor Status . At the time Vision was offered the Conversion Shares, it was, and as of the date hereof it is, and on the Closing Date
it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or

                                                                          3
(ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Vision is not required to be registered as a
broker-dealer under Section 15 of the Exchange Act.
      (d) Experience of Vision . Each of VOMF and VCAF, either alone or together with its representatives, has such knowledge,
sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the Conversion, and has
so evaluated the merits and risks of such investment. Each of VOMF and VCAF is able to bear the economic risk of an investment in the
Conversion Shares and, at the present time, is able to afford a complete loss of such investment.
   5. Conditions to Vision’s Conversion Obligation . The obligation of Vision hereunder to consummate the Conversion at the Closing is
subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Vision’s
sole benefit and may be waived by Vision at any time in its sole discretion by providing the Company with prior written notice thereof:
         (a) Issuance of Shares . The Company shall have delivered to Vision certificates representing the Conversion Shares.
         (b) CEO Conversion . The CEO shall have converted the CEO shares into shares of the Company’s common stock at the Conversion
Price.
       (c) Representations and Warranties . The representations and warranties of the Company set forth in Section 4 of this Agreement shall be
true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse
Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except
for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all
material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the
Company at or prior to the Closing Date.
      (d) Performance . The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing.
      (e) Officer’s Certificate . The Company shall have delivered to Vision a certificate, dated as of the Closing Date and signed by its Chief
Executive Officer or its President certifying to the fulfillment of the conditions specified in Sections 5(c) and (d) in a form reasonably
acceptable to Vision.
      (f) Public Offering . The Registration Statement shall have been declared effective by the Securities and Exchange Commission and the
securities issued in the Public Offering shall have commenced trading on the NYSE Amex, LLC.
       (g) Representations and Warranties to the Underwriters . The representations and warranties of the Company contained in Section __ of
the form of Underwriting Agreement relating to the Public Offering shall be true and correct in all material respects.

                                                                          4
   6. Transfer Restrictions .
       (a) Compliance with Laws . Notwithstanding any other provision of this Section 6, Vision covenants that the Conversion Shares may be
disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act of 1933,
as amended (the “ Securities Act ”), or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act, and in compliance with any applicable state, federal or foreign securities laws. In connection with any transfer of the
Conversion Shares other than (i) pursuant to an effective registration statement, (ii) to the Company, or (iii) pursuant to Rule 144 (provided that
Vision provides the Company with reasonable assurances (in the form of seller and broker representation letters) that the Conversion Shares
may be sold pursuant to such rule), the Company may require the transferor thereof to provide to the Company, at the transferor’s expense, an
opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be
reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Conversion Shares
under the Securities Act.
   (b) Legends . Certificates evidencing the Conversion Shares shall bear any legend as required by the “blue sky” laws of any state and a
restrictive legend in substantially the following form, until such time as they are not required under Section 6(c) or applicable law:
  THESE SECURITIES HAVE NOT BEEN REGISTERED] UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER
SAID ACT. NO REPRESENTATION IS MADE BY THE ISSUER AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY
RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THESE SECURITIES.
    (c) Removal of Legends . The restrictive legend set forth in Section 6(b) above shall be removed and the Company shall issue or shall
cause its transfer agent to issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable
Conversion Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository
Trust Company (“ DTC ”), if (i) such Conversion Shares are registered for resale under the Securities Act (provided that, if Vision is selling
pursuant to the effective registration statement registering the Conversion Shares for resale, Vision agrees to only sell such Conversion Shares
during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration
statement), (ii) such Conversion Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an “affiliate” of the Company, as
such term is defined in the Securities Act), or (iii) such Conversion Shares are eligible for sale under Rule 144, without the

                                                                         5
requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without
volume or manner-of-sale restrictions. Certificates for Conversion Shares subject to legend removal hereunder may be transmitted to Vision by
crediting the account of the Vision’s prime broker with DTC as directed by Vision.
   (d) Acknowledgement . Each of VOMF and VCAF acknowledge their primary responsibilities under the Securities Act and accordingly
will not sell or otherwise transfer the Conversion Shares or any interest therein without complying with the requirements of the Securities Act.
    7. Notices . All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed (A) if within domestic
United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile,
or (B) if delivered from outside the United States, by International Federal Express or facsimile, and shall be deemed given (i) if delivered by
first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered by nationally recognized overnight carrier,
one (1) business day after so mailed, (iii) if delivered by International Federal Express, two (2) business days after so mailed, (iv) if delivered
by facsimile, upon electric confirmation of receipt and shall be delivered as addressed as follows:
if to the Company or CEO, to:
    T3 Motion, Inc.
    2990 Airway Avenue, Building A
    Costa Mesa, CA 92626
    Attn: Kelly Anderson
    Phone: (714) 619-3600
    Telecopy: (714) 619-3616
with a copy to:
   LKP Global Law LLP
   1901 Avenue of the Stars, Suite 480
   Los Angeles, CA 90067
   Attn: Ryan Hong
   Phone: (424) 239-1890
   Telecopy: (424) 239-1882
if to Vision, to:
    Vision Opportunity Master Fund, Ltd.
    20 W 55th Street
    New York, New York 10019
    Attn: Carl Kleidman
    Phone: (212) 849-8246
    Telecopy:
with a copy to:
   Loeb and Loeb LLP
   345 Park Avenue

                                                                           6
  New York, NY 10154
  Attn: Fran Stoller
  Phone: (212) 407-4935
  Telecopy: (212) 214-0706
   8. Legal Fees and Expenses . The Company shall pay its own fees and expenses and shall pay the reasonable and documented fees and
expenses of Vision’s legal counsel in connection with this Agreements and the transactions contemplated hereby.
   9. Amendments; Existing Terms . This Agreement shall not be modified, amended or terminated without the written consent of all of the
parties hereto. Except as amended herein, the Debenture remains in full force.
   10. Further Assurances . Each of the parties hereto shall use its reasonable best efforts to do all things necessary and advisable to make
effective the transaction contemplated hereby and shall cooperate and take such action as may be reasonably requested by the other party in
order in carry out fully the provisions and purposes of this Agreement and the transactions contemplated thereby.
   11. Counterparts . This Agreement may be executed in one or more counterparts (including by facsimile) each of which shall be deemed to
be an original, or which together shall constitute one in the same instrument.
   12. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without
regard to principles of conflicts of law.
   IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above..

                                                             T3 MOTION, INC.

                                                             By:
                                                                     Name:
                                                                     Title:




                                                             Ki Nam

                                                             VISION OPPORTUNITY MASTER FUND LTD.

                                                             By:
                                                                     Name:
                                                                     Title:


                                                                        7
VISION CAPITAL ADVANTAGE FUND, LP

By:
      Name:
      Title:


         8
                                       SCHEDULE A

                                                    Number of      Number of
                                                                   Conversion   IRS Employer
                           Name                 Preferred Shares     Shares      I.D. Number
Vision Opportunity Master Fund, Ltd.                 7,451,765
Vision Capital Advantage Fund, LP                    1,918,933

                                           9
                                                                                                                                   Exhibit 10.59


                                                 REGISTRATION RIGHTS AGREEMENT
  This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of April ___, 2011, by and among T3 Motion, Inc., a
Delaware corporation (the “ Company ”), and each of the signatories hereto (each an “ Investor ” and collectively, the “ Investors ”).
   WHEREAS, concurrently with the execution of this Agreement, the Company and the Investors are entering into a Debenture Amendment
and Conversion Agreement (the “ Conversion Agreement ”) pursuant to which such Investors have agreed to convert certain amounts owed to
them into units comprised of common stock and warrants effective upon the consummation of the public offering contemplated by the
Company’s Registration Statement on Form S-1, File Number 333-171163 (the “ Public Offering ”); and
   WHEREAS, it is a condition to the conversion contemplated by the Conversion Agreement that the parties enter into this Agreement.
   NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each of the Purchasers agree as follows:
   1. Certain Definitions . Capitalized terms used and not otherwise defined herein that are defined in the Conversion Agreement shall have
the meanings given such terms in the Conversion Agreement. As used in this Agreement, the following terms shall have the following
meanings:
   “ Advice ” shall have the meaning set forth in Section 6(c).
   “ Affiliate ” means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common
control with, such person.
   “ Business Day ” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of
business.
   “ Closing ” has the meaning set forth in the Conversion Agreement.
    “Conversion Agreement” has the meaning set forth in the Preamble.
    “Conversion Shares” means the shares of the Company’s Common Stock issued pursuant to the Conversion Agreement.
   “ Commission ” means the Securities and Exchange Commission.
  “ Common Stock ” means the common stock of the Company, par value $0.001 per share, and any securities into which such shares of
common stock may hereinafter be reclassified.
   “ Company ” has the meaning set forth in the Preamble.
   “ Effective Date ” means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission.
   “ Effectiveness Deadline ” means, with respect to the Initial Registration Statement or the New Registration Statement, the 120 th calendar
day following the Offering Date; provided, however , that if the Company is notified by the Commission that the Initial Registration Statement
will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall
be the third (3 rd ) Business Day following the date on which the Company is so notified if such date precedes the date otherwise required
above. With respect to any Remainder Registration Statement, the 90 th calendar day following the date that the Company is eligible to file
such Remainder Registration Statement pursuant to SEC Guidance (or, in the event the Commission reviews and has written comments to the
Remainder Registration Statement, the 120 th calendar day following the date that the Company is eligible to file such Remainder Registration
Statement pursuant to SEC Guidance); provided, however, that if the Company is notified by the Commission that the Remainder Registration
Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Remainder
Registration Statement shall be the third (3 rd ) Business Day following the date on which the Company is so notified if such date precedes the
dates otherwise required above. Notwithstanding the foregoing; if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the
Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open
for business.
   “ Effectiveness Period ” has the meaning set forth in Section 2(b).
   “ Event ” has the meaning set forth in Section 2(c).
   “ Event Date ” has the meaning set forth in Section 2(c).
   “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
  “ Filing Deadline ” means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the fifth Business
Day following the Offering Date and with respect to any Remainder Registration Statement, the 20th Business Day following the date that the
Company is eligible to file such Remainder Registration Statement pursuant to SEC Guidance.
   “ Holder ” or “ Holders ” means the holder or holders, as the case may be, from time to time of Registrable Securities.
   “ Indemnified Party ” has the meaning set forth in Section 5(c).
   “ Indemnifying Party ” has the meaning set forth in Section 5(c).
   “ Initial Registration Statement ” means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement.

                                                                         2
    “Liquidated Damages” has the meaning set forth in Section 2(c).
    “Losses ” has the meaning set forth in Section 5(a).
   “ New Registration Statement ” has the meaning set forth in Section 2(a).
   “ Offering Date ” means the date on which the securities sold in the Public Offering commence trading.
  “ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
   “ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened.
    “ Prospectus ” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
   “ Public Offering ” has the meaning set forth in the Preamble.
   “ Registrable Securities ” means all of (i) the Conversion Shares, (ii) the Warrants, (iii) the Warrant Shares, and (iv) any securities issued or
issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing, provided , that the
Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further , that Conversion Shares,
Warrants and Warrant Shares shall cease to be Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to an
effective Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold shall cease to be a Registrable
Security); or (B) becoming eligible for sale without the requirement for the Company to be in compliance with the current public information
required under Rule 144 and without volume or manner of sale restrictions by Holders who are not Affiliates of the Company.
   “ Registration Statements ” means any one or more registration statements of the Company filed under the Securities Act that covers the
resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including without limitation the Initial Registration
Statement, the New Registration Statement and any Remainder Registration Statements), amendments and supplements to such Registration
Statements, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by
reference in such Registration Statements.

                                                                          3
   “ Remainder Registration Statement ” has the meaning set forth in Section 2(a).
   “ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
   “ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
   “ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
   “ SEC Guidance ” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff
and (ii) the Securities Act.
   “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
  “ Selling Stockholder Questionnaire ” means a questionnaire in the form attached as Annex B hereto, or such other form of questionnaire as
may reasonably be adopted by the Company from time to time.
   “ Warrants ” means the Class H Warrants and the Class I Warrants issued pursuant to the Conversion Agreement.
   “ Warrant Shares ” means the shares of Common Stock issued or issuable upon exercise of the Warrants.
   2. Registration .
       (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the
resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available
for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders holding a majority
of the Registrable Securities may reasonably specify (the “ Initial Registration Statement ”). The Initial Registration Statement shall be on
Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such
registration shall be on such other form available to register for resale of the Registrable Securities as a secondary offering) subject to the
provisions of Section 2(f) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a
review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A . Notwithstanding the registration
obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a
result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to
promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file

                                                                         4
amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file
a new registration statement (a “ New Registration Statement ”), in either case covering the maximum number of Registrable Securities
permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a
secondary offering; provided, however , that prior to filing such amendment or New Registration Statement, the Company shall be obligated to
use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance
with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any
other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be
registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to
advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by
a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement shall be reduced
first by the Conversion Shares and second by the Warrants and Warrant Shares (it being understood that no Warrants will be registered unless
the underlying Warrant Shares are also registered). In the event the Company is required to amend the Initial Registration Statement or file a
New Registration Statement pursuant to SEC Guidance, as the case may be, under clauses (i) or (ii) above, the Company will use its
commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the
Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for
resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration
Statement (the “ Remainder Registration Statements ”).
       (b) The Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the
Commission as soon as practicable but in no event later than the Effectiveness Deadline for each of the Initial Registration Statement, any New
Registration Statement, as required, and any Remainder Registration Statements. The Company shall use its commercially reasonable efforts to
keep the Registration Statements continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable
Securities covered by such Registration Statement have been publicly sold or are otherwise no longer held by the Holders or (ii) the date that all
Registrable Securities covered by such Registration Statement may be sold by non-affiliates under Rule 144, without the requirement for the
Company to be in compliance with the current public information requirements under Rule 144 and without volume or manner of sale
restrictions, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable
to the Company’s transfer agent and the effected Holders (the “ Effectiveness Period ”). The Company shall promptly notify the Holders via
facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) Business Day of the
Effective Date. The Company shall, by 9:30 a.m. New York City time on the first Business Day after the Effective Date, file a final Prospectus
with the Commission, as required by Rule 424(b).
      (c) If: (i) any Registration Statement is not filed with the Commission on or prior to its respective Filing Deadline, including the Initial
Registration Statement, a New

                                                                          5
Registration Statement or a Remainder Registration Statement, (ii) any Registration Statement, as applicable, is not declared effective by the
Commission (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline or (iii) after its Effective Date,
(A) such Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to
update the Registration Statement) except to update the Registration Statement for which subsection (B) shall apply, to remain continuously
effective as to all Registrable Securities for which it is required to be effective or (B) the Holders are not permitted to utilize the Prospectus
therein to resell such Registrable Securities, in the case of (A) and (B), for more than an aggregate of 30 Business Days (which need not be
consecutive) during any 12 month period (other than during an Allowable Grace Period (as defined in Section 2(e) of this Agreement)), (iv) a
Grace Period (as defined in Section 2(e) of this Agreement) exceeds the length of an Allowable Grace Period, or (v) after the date six months
following the Offering Date, the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the 1934 Act such that it
is not in compliance with Rule 144(c)(1) as a result of which the Holders who are not affiliates are unable to sell Registrable Securities without
restriction under Rule 144 (or any successor thereto) (any such failure or breach in clauses (i) through (v) above being referred to as an “ Event
,” and, for purposes of clauses (i), (ii) or (v), the date on which such Event occurs, or for purposes of clause (iii), the date on which such 30
Business Day period is exceeded, or for purposes of clause (iv) the date on which such Allowable Grace Period is exceeded, being referred to
as an “ Event Date ”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date
and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable
Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty (“ Liquidated Damages
”), equal toone percent (1.0%) of the amount of debt converted by such Holder pursuant to the Conversion Agreement for any Registrable
Securities held by such Holder on the Event Date. The parties agree that (1) notwithstanding anything to the contrary herein or in the
Conversion Agreement, no Liquidated Damages shall be payable with respect to any period after the expiration of the Effectiveness Period (it
being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the Effectiveness Period), and
in no event shall the aggregate amount of Liquidated Damages payable to a Holder exceed, in the aggregate, twelve percent (12%) of the debt
converted by such Holder pursuant to the Conversion Agreement and (2) in no event shall the Company be liable in any 30-day period for
Liquidated Damages under this Agreement in excess of 1.0% of the aggregate debt converted by the Investors pursuant to the Conversion
Agreement. If the Company fails to pay any Liquidated Damages pursuant to this Section 2(c) in full within five (5) Business Days after the
date payable, the Company will pay interest thereon at a rate of 1.0% per month (or such lesser maximum amount that is permitted to be paid
by applicable law) to the Holder, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest
thereon, are paid in full. The Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month
prior to the cure of an Event, except in the case of the first Event Date. The Company shall not be liable for Liquidated Damages under this
Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to
SEC Guidance from the time that it is determined that such Registrable Securities are not permitted to be registered until such time as the
provisions of this Agreement as to the Remainder Registration Statements required to be filed hereunder are triggered, in which case the
provisions

                                                                         6
of this Section 2(c) shall once again apply. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of
Registrable Securities which are permitted in accordance with SEC Guidance to be included in such Registration Statement. The Company may
require, from time to time, information by a Holder that is necessary to complete the Registration Statement in accordance with the
requirements of the Securities Act. In the event of the failure by such Holder to comply with the Company’s request within fifteen (15) days
from the date of such request, the Company shall be permitted to exclude such Holder from a Registration Statement, without being subject to
the payment of Liquidated Damages to such Holder. At such time that such Holder complies with the Company’s request the Company shall
use its best efforts to include such Holder on the Registration Statement.
      (d) Each Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire not more than three (3) Business Days
following the date of this Agreement. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or
request for further information as described in this Section 2(d) will be used by the Company in the preparation of the Registration Statement
and hereby consents to the inclusion of such information in the Registration Statement.
       (e) Notwithstanding anything to the contrary herein, at any time after the Registration Statement has been declared effective by the
Commission, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such
information at the time is not, in the good faith judgment of the Company, in the best interests of the Company (a “ Grace Period ”); provided,
however , the Company shall promptly (i) notify the Holders in writing of the existence of material non-public information giving rise to a
Grace Period (provided that the Company shall not disclose the content of such material non-public information to the Holders) or the need to
file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, and (ii) notify the Holders in writing of the
date on which the Grace Period ends; provided, further , that no single Grace Period shall exceed thirty (30) consecutive days, and during any
three hundred sixty-five (365) day period, the aggregate of all Grace Periods shall not exceed an aggregate of sixty (60) days (each Grace
Period complying with this provision being an “ Allowable Grace Period ”). In the event the Company does disclose the content of such
material non-public information that is the subject of subpart (i) above to any Holder without its consent, the Company shall make public
disclosure of such material nonpublic information within two (2) Business Days of such disclosure and no Grace Period shall apply. For
purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holders receive
the notice referred to in clause (i) above and shall end on and include the later of the date the Holders receive the notice referred to in clause
(ii) above and the date referred to in such notice; provided, however , that no Grace Period shall be longer than an Allowable Grace Period.
Notwithstanding anything to the contrary, the Company shall cause the Transfer Agent to deliver unlegended securities to a transferee of a
Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the
Holder’s receipt of the notice of a Grace Period and for which the Holder has not yet settled.
       (f) In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall
(i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Holders and (ii) undertake to

                                                                          7
register the Registrable Securities on Form S-3 promptly after such form is available and any Registration Statement under subsection (i) above
is no longer effective, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as
a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.
   3. Registration Procedures .
      In connection with the Company’s registration obligations hereunder, the Company shall:
        (a) Not less than three (3) Business Days prior to the filing of a Registration Statement and not less than one (1) Business Day prior to
the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), the Company shall, furnish to the Holder copies of such
Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject to the review
of such Holder (it being acknowledged and agreed that if a Holder does not object to or comment on the aforementioned documents within
such three (3) Business Day or one (1) Business Day period, as the case may be, then the Holder shall be deemed to have consented to and
approved the use of such documents). The Company shall not file any Registration Statement or amendment or supplement thereto in a form to
which a Holder reasonably objects in good faith, provided that, the Company is notified of such objection in writing within the three
(3) Business Day or one (1) Business Day period described above, as applicable.
       (b) (i) Prepare and file with the Commission such amendments (including post-effective amendments) and supplements, to each
Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously
effective as to the applicable Registrable Securities for its Effectiveness Period (except during an Allowable Grace Period); (ii) cause the
related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so
supplemented or amended, to be filed pursuant to Rule 424 (except during an Allowable Grace Period); (iii) respond as promptly as reasonably
practicable to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as
promptly as reasonably possible, provide the Holders true and complete copies of all correspondence from and to the Commission relating to
such Registration Statement that pertains to the Holders as “Selling Stockholders” but not any comments that would result in the disclosure to
the Holders of material and non-public information concerning the Company; and (iv) comply with the provisions of the Securities Act and the
Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement until such time as all of such
Registrable Securities shall have been disposed of (subject to the terms of this Agreement) in accordance with the intended methods of
disposition by the Holders thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented;
provided, however , that each Investor shall be responsible for the delivery of the Prospectus to the Persons to whom such Investor sells any of
the Registrable Securities (including in accordance with Rule 172 under the Securities Act), and each Investor agrees to dispose of Registrable
Securities in compliance with the plan of distribution described in the Registration

                                                                         8
Statement and otherwise in compliance with applicable federal and state securities laws. In the case of amendments and supplements to a
Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the
Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act, the Company shall have
incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the
Commission on the same day on which the Exchange Act report which created the requirement for the Company to amend or supplement such
Registration Statement was filed.
        (c) Notify the Holders (which notice shall, pursuant to clauses (iii) through (v) hereof, be accompanied by an instruction to suspend the
use of the Prospectus until the requisite changes have been made) as promptly as reasonably practicable (and, in the case of (i)(A) below, not
less than two (2) Business Days prior to such filing, in the case of (iii) and (iv) below, not more than one (1) Business Day after such issuance
or receipt, and in the case of (v) below, not more than one (1) Business Day after the occurrence or existence of such development) and (if
requested by any such Person) confirm such notice in writing no later than one (1) Business Day following the day (i)(A) when a Prospectus or
any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies
the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on any
Registration Statement (in which case the Company shall provide to each of the Holders true and complete copies of all comments that pertain
to the Holders as a “Selling Stockholder” or to the “Plan of Distribution” and all written responses thereto, but not information that the
Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement or any
post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state
governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information that pertains to
the Holders as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the issuance by the Commission or any other federal or state
governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable
Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation
or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements
included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be,
it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they
were made), not misleading.
       (d) Use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the
effectiveness of a Registration Statement,

                                                                          9
or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as
soon as practicable.
      (e) If requested by a Holder, furnish to such Holder, without charge, at least one conformed copy of each Registration Statement and
each amendment thereto and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by
reference) promptly after the filing of such documents with the Commission; provided , that the Company shall have no obligation to provide
any document pursuant to this clause that is available on the Commission’s EDGAR system.
       (f) Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of such
Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any
Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness
Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by each Registration Statement; provided , that the Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified; subject the Company to any material tax in any such jurisdiction where it is not then so subject; or
file a general consent to service of process in any such jurisdiction.
      (g) If requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent
permitted by the Conversion Agreement and under law, of all restrictive legends, and to enable such Registrable Securities to be in such
denominations and registered in such names as any such Holders may reasonably request.
       (h) Following the occurrence of any event contemplated by Section 3(c)(iii)-(v), as promptly as reasonably practicable (taking into
account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of
such event), prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a
supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other
required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form
of prospectus or supplement thereto, in light of the circumstances under which they were made), not misleading.
       (i) The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of
Common Stock beneficially owned by such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority (“ FINRA ”)
affiliations, (iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information as may be
requested by the Commission, FINRA or any

                                                                          10
state securities commission. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of
Registrable Securities because any Holder fails to furnish such information within five (5) Business Days of the Company’s request, (i) any
Liquidated Damages that are accruing at such time as to such Holder shall be tolled only with respect to that Holder; and (ii) any Event that
may otherwise occur because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company;
provided, further , that Holder shall reimburse the Company for any and all Liquidated Damages that the Company owes the other Holders as a
result of its failure to provide such information.
      (j) Not permit any securities other than Registrable Securities to be included on any Registration Statement other than securities
underlying the underwriters’ Unit Purchase Option dated as of the closing of the Public Offering, if applicable.
    4. Registration Expenses . All fees and expenses incident to the Company’s performance of or compliance with its obligations under this
Agreement (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any Holder)
shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and
expenses (A) with respect to filings required to be made with any securities exchange on which the Common Stock is then listed for trading,
and (B) with respect to compliance with applicable state securities or Blue Sky laws (including, without limitation, fees and disbursements of
counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities and determination of the
eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders)), (ii) printing expenses
(including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of
prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance,
if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the
consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal
expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all
salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and
expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event
shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Holder or, except to the extent provided
for in the Conversion Agreement, any legal fees or other costs of the Holders.
   5. Indemnification .
      (a) Indemnification by the Company . The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and
hold harmless each Holder, the officers, directors, agents, partners, members, managers, stockholders, Affiliates and employees of each of
them, each Person who controls any such Holder (within the meaning of Section 15 of

                                                                          11
the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents and
employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) and
expenses (collectively, “ Losses ”), as incurred, that arise out of or are based upon any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (A) such untrue statements,
alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed
method of distribution of Registrable Securities and was reviewed and approved by such Holder expressly for use in the Registration
Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that each Holder has
approved Annex A hereto for this purpose), (B) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(v), related to
the use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is
outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 6(c) below or (C) any such
Losses arise out of the Holder’s (or any other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then
amended or supplemented), if required, to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or
omission was corrected in such Prospectus or supplement. The Company shall notify the Holders promptly of the institution, threat or assertion
of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in
Section 5(c)) and shall survive the transfer of the Registrable Securities by the Holders.
       (b) Indemnification by Holders . Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors,
officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable
law, from and against all Losses, as incurred, arising out of or are based upon any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statements or omissions are
based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein or (ii) to
the extent, but only to the extent, that such

                                                                         12
information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved
by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this
purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an
event of the type specified in Section 3(c)(iii)-(v), to the extent, but only to the extent, related to the use by such Holder of an outdated or
defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt
by such Holder of the Advice contemplated in Section 6(c). In no event shall the liability of any selling Holder hereunder be greater in amount
than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such
indemnification obligation.
       (c) Conduct of Indemnification Proceedings . If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “ Indemnified Party ”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “
Indemnifying Party ”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of
counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred in connection with
defense thereof; provided , that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its
obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the
Indemnifying Party.
       An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has
agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such
Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any
such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified
Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate
counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such
counsel shall be at the expense of the Indemnifying Party); provided , that the Indemnifying Party shall not be liable for the fees and expenses
of more than one separate firm of attorneys at any time for all Indemnified Parties. The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or
conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified
Party from all liability on claims that are the subject matter of such Proceeding.
      Subject to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the
extent incurred in connection with

                                                                        13
investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5(c)) shall be paid to the Indemnified Party,
as incurred, within twenty (20) Business Days of written notice thereof to the Indemnifying Party; provided , that the Indemnified Party shall
promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified
Party is finally judicially determined to not be entitled to indemnification hereunder). The failure to deliver written notice to the Indemnifying
Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the
Indemnified Party under this Section 5, except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to
defend such action.
       (d) Contribution . If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold
an Indemnified Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute
to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as
well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by
reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or
omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or
Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action,
statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set
forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any
Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section
5(d) was available to such party in accordance with its terms.
       The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any
amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject
to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
      The indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may
have to the Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the Conversion Agreement.

                                                                        14
   6. Miscellaneous .
      (a) Remedies . In the event of a breach by the Company or by a Holder of any of their obligations under this Agreement, each Holder or
the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including
recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that
monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the
defense that a remedy at law would be adequate.
      (b) Compliance . Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as
applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration
Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement.
      (c) Discontinued Disposition . By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the
Company of the occurrence of any event of the kind described in Section 3(c)(iii)-(v), such Holder will forthwith discontinue disposition of
such Registrable Securities under a Registration Statement until it is advised in writing (the “ Advice ”) by the Company that the use of the
applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company may provide appropriate stop orders to
enforce the provisions of this paragraph.
       (d) Entire Agreement; Amendments and Waivers . This Agreement constitutes the full and entire understanding and agreement between
the parties with regard to the subjects hereof. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, or waived unless the same shall be in writing and signed by the Company and Holders holding a majority of the
then outstanding Registrable Securities, provided that any party may give a waiver as to itself. Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not directly
or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver or consent
relates; provided , however , that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the
provisions of the immediately preceding sentence.
       (e) Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered
as set forth in the Conversion Agreement.
      (f) Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of
each of the parties and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns any rights,

                                                                        15
remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may
not assign its rights (except by merger or in connection with another entity acquiring all or substantially all of the Company’s assets) or
obligations hereunder without the prior written consent of Holders of a majority of the then outstanding Registrable Securities.
      (g) Execution and Counterparts . This Agreement may be executed in two or more counterparts, each of which when so executed shall be
deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile or “.pdf” signature were the original thereof.
      (h) Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
determined in accordance with the provisions of the Conversion Agreement.
      (i) Cumulative Remedies . The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.
      (j) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their good faith reasonable efforts to
find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
      (k) Headings . The headings in this Agreement are for convenience only and shall not limit or otherwise affect the meaning hereof.
      (l) Termination . This Agreement shall terminate immediately and have no further force or effect, if the Public Offering is not closed, and
the Conversion Agreement terminates without the Debenture being converted into Units.

                                                                         16
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

                                                      T3 MOTION, INC.

                                                      By:
                                                             Name:
                                                             Title:



                                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                                     SIGNATURE PAGES OF HOLDERS TO FOLLOW]

                                                                17
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.


                                                            NAME OF INVESTOR




                                                            AUTHORIZED SIGNATORY

                                                            By:
                                                                         Name:
                                                                         Title:

                                                            ADDRESS FOR NOTICE

                                                            c/o:


                                                            Street:


                                                            City/State/Zip:


                                                            Attention:


                                                            Tel:


                                                            Fax:


                                                            Email:


                                                                   18
                                                                                                                                           Annex A


                                                           PLAN OF DISTRIBUTION
   We are registering the shares of Common Stock, Class H Warrants and Class I Warrants issued to the selling stockholders and issuable upon
exercise of such warrants issued to the selling stockholders (collectively, the “Securities”) to permit the resale of the Securities by the holders
from time to time after the date of this prospectus. We are required to pay certain fees and expenses that we incur incident to the registration of
the Securities. As used in this prospectus, “selling stockholders” includes the selling stockholders named in the table above and pledgees,
donees, transferees or other successors-in-interest selling Securities received from a named selling stockholder as a gift, partnership distribution
or other non-sale-related transfer after the date of this prospectus. The selling stockholders may, from time to time, sell any or all of their
Securities on any stock exchange, market or trading facility on which the Securities are traded or in private transactions. These sales may be at
fixed or negotiated prices. The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size
of each sale. A selling stockholder may use any one or more of the following methods when selling Securities:
    • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
    • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
    • purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
    • an exchange distribution in accordance with the rules of the applicable exchange;
    • privately negotiated transactions;
    • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
    • broker-dealers may agree with the selling stockholders to sell a specified number of such Securities at a stipulated price per security;
    • a combination of any such methods of sale;
    • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or
    • any other method permitted pursuant to applicable law.
  Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling

                                                                          19
stockholders (or, if any broker-dealer acts as agent for the purchaser of Securities, from the purchaser) in amounts to be negotiated, but, except
as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in
compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
   In connection with the sale of the Securities or interests therein, the selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the
positions they assume. The selling stockholders may also sell shares of the common stock short and deliver these securities to close out their
short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also
enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities
which require the delivery to such broker-dealer or other financial institution of Securities offered by this prospectus, which Securities such
broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
   The selling stockholders and any broker dealers or agents that are involved in selling the Securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker dealers or
agents and any profit on the resale of the Securities purchased by them may be deemed to be underwriting commissions or discounts under the
Securities Act. Each selling stockholder has informed the us that it does not have any written or oral agreement or understanding, directly or
indirectly, with any person to distribute the Securities. In no event shall any broker-dealer receive fees, commissions and markups which, in the
aggregate, would exceed eight percent (8.0%).
   Because selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the
prospectus delivery requirements of the Securities Act. In addition, any Securities covered by this prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker
acting in connection with the proposed sale of the resale Securities by the selling stockholders.
   The Securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In
addition, in certain states, the resale Securities may not be sold unless they have been registered or qualified for sale in the applicable state or
an exemption from the registration or qualification requirement is available and is complied with.
    Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any person engaged
in the distribution of the resale Securities may not simultaneously engage in market making activities with respect to the Securities for the
applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders
will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit
the timing of purchases and sales of Securities by the selling stockholders or any other

                                                                          20
person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of
this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
   We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.

                                                                        21
                                                                                                                                        Annex B


                                                              T3 MOTION, INC.
                                     SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE
   The undersigned holder of securities of T3 Motion, Inc., a Delaware corporation (the “ Company ”), issued pursuant to a certain Debt
Conversion Agreement by and among the Company and the Investor signatories thereto, dated as of April __, 2011 (the “ Conversion
Agreement ”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-3
(the “ Resale Registration Statemen t”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “
Securities Act ”), of the Registrable Securities in accordance with the terms of a certain Registration Rights Agreement by and among the
Company and the Investor signatories thereto, dated as of April __, 2011 (the “ Agreement ”). All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Agreement.
   In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable
Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented,
the “ Prospectus ”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and
be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must complete and
deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus.
  Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the Prospectus.
Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not
named as a selling stockholder in the Resale Registration Statement and the Prospectus.


                                                                   NOTICE
   The undersigned holder (the “ Selling Stockholder ”) of Registrable Securities hereby gives notice to the Company of its intention to sell or
otherwise dispose of Registrable Securities owned by it and listed below in Item (3), unless otherwise specified in Item (3), pursuant to the
Resale Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands and agrees that it will be
bound by the terms and conditions of this Notice and Questionnaire and the Agreement.
   The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate
and complete:

                                                                       22
                                                                QUESTIONNAIRE
1.    Name.
     (a)     Full Legal Name of Selling Stockholder:




     (b)     Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are
             held:




     (c)     Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power
             to vote or dispose of the securities covered by the questionnaire):



2.    Address for Notices to Selling Stockholder:




      Telephone:

      Fax:

      Contact Person:

      E-mail address of Contact Person:

3. Beneficial Ownership of Registrable Securities Issuable Pursuant to the Conversion Agreement:
     (a)     Type and Number of Registrable Securities beneficially owned and to be issued pursuant to the Conversion Agreement:


                            shares of common stock
                            Class H warrants
                            Class I warrants
                             shares of common stock underlying the warrants (the “ Warrant Shares ”.
     (b)     Number of shares of Registrable Securities issuable pursuant to the Conversion Agreement to be registered pursuant to this Notice for
             resale:


                            shares of common stock
                            Class H warrants
                            Class I warrants


                                                                          23
                        Warrant Shares
4.    Broker-Dealer Status:
     (a)   Are you a broker-dealer?
                                                                Yes             No 
     (b)   If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services to the
           Company?
                                                                Yes             No 

Note:      If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
     (c)   Are you an affiliate of a broker-dealer?


                                                                Yes             No 

Note:      If yes, provide a narrative explanation below:




     (d)   If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business,
           and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or
           indirectly, with any person to distribute the Registrable Securities?


                                                                Yes             No 

Note:      If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
5.    Beneficial Ownership of Other Securities of the Company Owned by the Selling Stockholder.

      Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other
      than the Registrable Securities listed above in Item 3.

      Type and amount of other securities beneficially owned:




6.    Relationships with the Company:

                                                                           24
     Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of
     more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the
     Company (or its predecessors or affiliates) during the past three years.

     State any exceptions here:




7.   Plan of Distribution:

     The undersigned has reviewed the form of Plan of Distribution attached as Annex A to the Registration Rights Agreement, and hereby
     confirms that, except as set forth below, the information contained therein regarding the undersigned and its plan of distribution is correct
     and complete.

     State any exceptions here:




                                                                   ***********
The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof and prior to the effective date of any applicable Resale Registration Statement. All notices hereunder and
pursuant to the Agreement shall be made in writing, by hand delivery, confirmed or facsimile transmission, first-class mail or air courier
guaranteeing overnight delivery at the address set forth below. In the absence of any such notification, the Company shall be entitled to
continue to rely on the accuracy of the information in this Notice and Questionnaire.
By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above
and the inclusion of such information in the Resale Registration Statement and the Prospectus. The undersigned understands that such
information will be relied upon by the Company in connection with the preparation or amendment of any such Registration Statement and the
Prospectus.
By signing below, the undersigned acknowledges that it understands its obligation to comply, and agrees that it will comply, with the
provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M in connection with any offering of
Registrable Securities pursuant to the Resale Registration Statement. The undersigned also acknowledges that it understands that the answers to
this Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the Registration Rights Agreement and
any amendments or supplements thereto filed with the Commission pursuant to the Securities Act.
The undersigned hereby acknowledges and is advised of the following Interpretation A.65 of the July 1997 SEC Manual of Publicly Available
Telephone Interpretations regarding short selling:

                                                                         25
“An Issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling
stockholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective
date. The issuer was advised that the short sale could not be made before the registration statement become effective, because the shares
underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares
were effectively sold prior to the effective date.”
By returning this Questionnaire, the undersigned will be deemed to be aware of the foregoing interpretation.
I confirm that, to the best of my knowledge and belief, the foregoing statements (including without limitation the answers to this Questionnaire)
are correct.
IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered either in
person or by its duly authorized agent.


 Dated:                                                         Beneficial Owner:

                                                                By:
                                                                                Name:
                                                                                Title:

                                                                        26
                                                                                                                                      Exhibit 10.60

                                                            LOCK-UP AGREEMENT
____ __, 2011
Chardan Capital Markets, LLC
17 State Street, Suite 1600
New York, NY 10004

   Re:       Public Offering of Units by T3 Motion, Inc.
Ladies and Gentlemen:
Defined terms not otherwise defined in this letter agreement (the “ Letter Agreement ”) shall have the meanings set forth in the Underwriting
Agreement dated on or about the date hereof. Pursuant to Section 4(l) of the Underwriting Agreement and in satisfaction of a condition of the
Underwriters’ obligations under the Underwriting Agreement, the undersigned irrevocably agrees with the Company and the Representative
that, from the date hereof until the 12 month anniversary of the date of the Prospectus (such period, the “ Restriction Period ”), the undersigned
will not, and will cause all affiliates (as defined in Rule 144) of the undersigned or any person in privity with the undersigned or any affiliate of
the undersigned not to, without the prior written consent of the Representative or as otherwise expressly stated this Letter Agreement, directly
or indirectly (i) offer, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or
otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether
by actual disposition or effective economic disposition due to cash settlement or otherwise) , or agree to dispose of, directly or indirectly, any
shares of Common Stock , or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the
Securities and Exchange Commission (the “SEC”) promulgated thereunder with respect to any shares of Common Stock owned directly by the
undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and
regulations of the SEC with the exception of the shares of Common Stock issuable upon exercise of Class H Warrants (collectively, the “
Undersigned’s Shares ”), (ii) enter into any swap or other arrangement or transaction that transfers to another, in whole or in part, any of the
economic consequences of ownership of any of the Undersigned’s Shares, whether any such transaction described in clause (i) or (ii) above is
to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of
the foregoing. The foregoing restriction is expressly agreed to preclude the undersigned, and any affiliate of the undersigned and any person in
privity with the undersigned or any affiliate of the undersigned from engaging in any hedging or other transaction which is designed to or
which reasonably could be expected to lead to or result in a sale or disposition or deemed sale or disposition of the Undersigned’s Shares or the
economics of the Undersigned’s Shares even if the Undersigned’s Shares would be disposed of by someone other than the undersigned. Such
prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including,
without limitation, any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates
to, or derives any significant part of its value from the Undersigned’s Shares.
Notwithstanding the foregoing, the undersigned may transfer any or all of the Undersigned’s Shares in a private transaction including, without
limitation, to any of its affiliates, provided that the transferee thereof agrees to be bound in writing by the restrictions set forth in this Letter
Agreement and shall be permitted to make any required filings under the Exchange Act reflecting such a transfer.
  Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the
Company shall impose irrevocable stop-transfer instructions preventing the Transfer Agent from effecting any actions in violation of this Letter
Agreement.
    The undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to the
Underwriters to complete the transactions contemplated by the Underwriting Agreement and that the Representative (which shall be a third
party beneficiary of this Letter Agreement) and the Company shall be entitled to specific performance of the undersigned’s obligations
hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this Letter
Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the closing
of the transactions contemplated by the Underwriting Agreement.
    This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, the
Representative and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New
York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United
States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the
purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any
such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding
is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the
Company at the address in effect for notices to it under the Underwriting Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this Letter
Agreement does not intend to create any relationship between the undersigned and the Underwriters and that no Underwriter is entitled to cast
any votes on the matters herein contemplated and that no issuance or sale of the Undersigned’s Shares is created or intended by virtue of this
Letter Agreement.
                                                     *** SIGNATURE PAGE FOLLOWS***

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   This Letter Agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same
agreement.


Signature


Print Name


Position in Company

Address for Notice:




Number of shares of Common Stock



Number of shares of Common Stock underlying subject to warrants, options, debentures or other convertible securities
   By signing below, the Company agrees to enforce the restrictions on transfer set forth in this Letter Agreement.

T3 Motion, Inc.

By:
Name:
Title:


Acknowledged and agreed to
as of the date set forth above:

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